TIDMCAR
RNS Number : 7215F
Carclo plc
12 July 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU NO. 596/2014) WHICH IS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
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IN THE PUBLIC DOMAIN
Carclo plc
("Carclo" or the "Group")
Unaudited Preliminary Results for the year ended 31 March
2023
Carclo plc, a preferred and trusted partner of global customers,
providing high-precision critical components to the life sciences,
aerospace, specialised optics, and technology industries, announces
its results for the financial year ended 31 March 2023
("FY22/23").
The key financial performance measures for the year are as
follows:
Year ended Year ended
31 March 31 March
2023 2022
GBP000 GBP000
Continuing operations
Revenue 143,445 128,576
Underlying operating profit 5,939 6,096
Exceptional items (4,710) 721
Covid-19 related US government grant
income - 2,087
Operating profit 1,229 8,904
Discontinued operations
Profit on discontinued operations, net
of tax - 693
Underlying earnings per share - basic
- continuing operations 0.4p 3.1p
Basic earnings per share - continuing
operations (5.4)p 7.0p
Net debt excluding lease liabilities 22,490 21,535
Net debt 34,360 32,405
IAS 19 retirement benefit liability 34,493 25,979
Continuing operations
Revenue
CTP 136,814 123,869
Aerospace 6,631 4,707
Total 143,445 128,576
Underlying operating profit
CTP 7,321 8,393
Aerospace 1,520 677
Central (2,902) (2,974)
Total 5,939 6,096
----------------------------- -------- --------
Financial performance:
A shift in strategy prioritising operational performance
improvement and increased cash generation against a backdrop of
high inflation and rising interest rates.
-- Revenue from continuing operations increased by 11.6% (3.8%
at constant currency) to GBP143.4 million (FY21/22: GBP128.6
million).
-- Underlying operating profit from continuing operations GBP5.9
million (FY21/22: GBP6.1 million).
-- Cash generated from operations was GBP7.8 million (FY21/22: GBP6.8 million).
-- Statutory operating profit from continuing operations GBP1.2
million (FY21/22: GBP8.9 million including GBP2.1 million one-off
credit arising from the forgiveness of US government Covid-19
support loans).
-- Net exceptional cost in the year of GBP4.7 million (FY21/22:
GBP0.7 million gain), reflects GBP3.4 million rationalisation
costs, GBP0.9 million costs arising from cancellation of future
supply agreement, GBP0.9 million doubtful debt and related
inventory provision, GBP0.3 million costs in respect to legacy
claims, partially offset by a GBP0.8 million gain on disposal of
surplus properties.
-- Net debt of GBP34.4 million (31 March 2022: GBP32.4 million),
GBP1.5 million of the increase is explained by movements in foreign
exchange. After increasing in H1, adjusting for currency effects,
net debt reduced by GBP2.1 million during H2, reflecting the start
of the delivery of the revised strategy.
Strategic highlights:
-- Fortifying our financial position for long-term success -
Optimising resources, enhancing cash flow, and fuelling long-term
success.
-- Factory specialisation and standardisation - Driving
operational excellence for enhanced efficiency and
satisfaction.
-- Organic growth through strategic partners - Strengthening relationships for mutual success.
-- Embracing sustainability for a greener future - Innovating,
reducing waste and driving positive environmental impact.
-- Empowering unity, driving breakthroughs - Harnessing the
power of collaboration, diversity and common purpose to redefine
industry standards.
Sustainability highlights:
-- Leading the way in sustainability - Launching of a worldwide
initiative "Project Zelda" (Carclo's landmark sustainability
initiative) to harness our power to reduce waste, increase energy
efficiency and contribute to a greener, more sustainable world and
create a positive societal ripple effect via local community
involvement.
-- Strengthening supply chain sustainability - Uniting with
EcoVadis to prioritise sustainability, foster eco-friendly supply
chain practices and drive positive environmental change.
-- Engaging communities, creating lasting social value -
Investing in local communities, fostering social inclusion and
supporting initiatives that contribute to long-term societal
well-being.
Commenting on the results, Frank Doorenbosch, Chief Executive
Officer said: " This year has undoubtedly presented Carclo with its
fair share of challenges, testing our mettle and resilience.
However, I am proud to say that we have risen above these obstacles
and proven our ability to adapt and thrive in a dynamic and
evolving business landscape. Despite the headwinds of inflation,
rising interest rates, and other economic challenges, our
unwavering commitment to excellence has enabled us to achieve a
slight increase in revenue, reaching GBP143.4 million, an increase
of 11.6% on the prior year and 3.8% at a constant currency
rate.
Our success can be attributed to our strategic approach, which
includes agile pricing adjustments to mitigate the impact of
inflation and energy surcharges. Furthermore, our commitment to
operational excellence has been exemplified through the
implementation of factory specialisation measures, allowing us to
enhance efficiency, streamline processes, and optimise our
performance across our diverse range of offerings, including Design
& Engineering and Manufacturing Solutions.
In addition to navigating economic challenges, we have
proactively addressed debt positions, rationalisation costs, and
legacy issues, such as the successful settlement of the
cancellation of a supply contracted framework agreement. Our
improvement in cash conversion underscores our financial resilience
and highlights the effectiveness of our strategic initiatives in
managing inflation impacts and energy costs.
Looking ahead, I am filled with confidence and optimism for
Carclo's future. Our strategy, centered around factory
specialisation, process standardisation, operational excellence,
financial stability, and sustainability, positions us for continued
success. I am immensely grateful to the exceptional Carclo team
whose unwavering dedication and relentless pursuit of excellence
have propelled us forward in this challenging year. Together, we
will continue to achieve positive results and drive our ongoing
success."
Further Information
Please contact:
Frank Doorenbosch, Chief Executive Officer, Carclo plc +44 (0)1924 268040
David Bedford, Chief Financial Officer, Carclo plc +44 (0)1924 268040
Forward-looking statements
Certain statements made in this annual report and accounts are
forward-looking statements. Such statements are based on current
expectations and are subject to a number of risks and uncertainties
that could cause outcomes to differ materially from those
expected.
Alternative performance measures
Alternative performance measures are defined in the glossary on
page 46. A reconciliation to statutory numbers is included on page
45. The Directors believe that alternative performance measures
provide a more useful comparison of business trends and
performance. The term "underlying" is not defined under IFRS and
may not be comparable with similarly titled measures used by other
companies.
Chief Executive Officer Review
Introduction
As I look back on the past financial year, it is evident that
Carclo encountered a range of external challenges that required us
to be resilient and adaptable. Yet, we approach the future with
unwavering optimism. Despite the obstacles we faced, we have
embraced a strategic transformation, and we are already witnessing
promising early signs of progress. Our steadfast strategy,
supported by a revitalised leadership team, sets the stage for
long-lasting success and sustainability.
The year in review
The past fiscal year presented us with numerous challenges,
including rising debt costs, significant increases in input
expenses, reduced demand for Covid-19 testing products and a tight
labour market in key manufacturing locations. These hurdles
prompted us to embark on a strategic transformation and reinforce
our leadership team. As part of this transformative journey, we
take pride in highlighting the increased diversity within our Board
and senior executive team. We firmly acknowledge that diversity
brings valuable fresh perspectives, fosters innovation and enhances
decision-making.
Our strategic transformation focuses on operational excellence,
robust financial health and the standardisation of processes and
equipment to optimise asset utilisation, enhance efficiency and
reduce complexity. We are energised and committed to deliver
exceptional value to all stakeholders. Additionally, we are
dedicated to sustainability, aiming to reduce waste and energy
consumption while actively engaging with local communities.
Despite the economic challenges we faced, our revenues
demonstrated resilience, increasing 3.8% at constant currency. This
growth can be attributed to our successful collaboration on growth
projects with our strategic customers. However, our margins,
particularly in the CTP division, were impacted by time delay of
passing on higher input costs. In addition, we absorbed some of
these costs to uphold our commitment to our valued customers.
Encouragingly, we are beginning to witness the positive outcomes
of our strategic actions, particularly within our EMEA
manufacturing solutions business. This has resulted in stronger
margins in the latter half of the year. The final quarter of
FY22/23 revealed promising results from our new strategy where our
EMEA manufacturing platform showcased improved operational
performance in the second half of FY22/23, with higher asset
utilisation and increased cash generation. These positive
developments underline the effectiveness of our strategic
approach.
Although our overall underlying operating profit performance for
the year amounted to GBP5.9 million, which was lower than the
previous year's figure (FY21/22: GBP6.1 million), it is important
to note that these results were achieved within a demanding
economic climate. Despite the challenges, we remained focused on
profitability and positioning the company for future growth.
The restructuring costs associated with our strategic shift were
substantial but necessary for the long-term sustainability of our
business. While we faced these challenges, we managed to improve
our cash conversion rate from 42.6% in FY21/22 to 84.0% in FY22/23.
As a result, our net debt at the end of the year remained
relatively stable, compared to the previous year-end, considering
constant currency factors. This achievement is particularly
commendable given our ongoing commitments to bank interest, pension
contributions, and growth capital expenditures.
I am delighted to report that the implementation of our new
strategy and our focused efforts on cash generation yielded
positive results. We were able to generate robust operational cash
in the second half of the year, which significantly improved our
position compared to the figures as of 30 September 2022. Since
March 31, 2023, we have repaid GBP3.7 million of term loans ahead
of schedule and reduced our RCF balance from GBP3.5 million to GBP2
million, leaving GBP1.5 million undrawn as of the end of June
2023.
These achievements underscore our dedication to strengthening
our financial position and maintaining a solid foundation for
future growth. Despite the challenges we faced, our commitment to
effective financial management and cash generation strategies has
paid off, positioning us favourably as we move forward.
Strategy
Recognising the shifting dynamics of our business environment,
we have undertaken a rigorous strategic review. The result is a
renewed blueprint for Carclo's future, one that is flexible, robust
and aligned with our mission.
At the heart of our strategy lies an uncompromising commitment
to the safety and well-being of our workforce, customers and
communities. We firmly believe that our success is underpinned by
the health and prosperity of all our stakeholders. Hence,
protecting and fostering this is not just a priority, it's woven
into our operational DNA.
Recognising the evolving dynamics in our business environment,
the core of our strategy is anchored on operational excellence and
robust financial health. Central to our tactical blueprint is the
group-wide standardisation of our processes and equipment, an
initiative aimed at optimising asset utilisation, enhancing
efficiency, and reducing the cost of complexity.
In the short term, our focus is on achieving stability and
maximising return from our existing resources. To that end, we are
instituting stringent asset management practices including
meticulous tracking, optimised deployment, and regular performance
reviews, coupled with an investment in cost-efficient technologies
and process improvements. By simplifying operations, we are
effectively reducing the cost of complexity, increasing our agility
and responsiveness.
In parallel, we're fostering an ethos of knowledge-sharing and
cross-functional collaboration to disseminate and implement best
practices throughout the organisation. This strategic blend of
resource maximisation, process standardisation, and collective
learning not only drives up operational performance and reduces
costs, but also enhances employee and customer satisfaction through
the consistent and reliable delivery of high-quality products and
services.
Our new direction includes a keen focus on product and factory
specialisation, allowing each of our facilities to hone in on their
unique strengths and minimise the cost of complexity. This approach
sharpens our focus, ramps up efficiency, and elevates performance,
thereby ensuring we deliver seamlessly to our global clientele
across the entire gamut of our offerings -- Design &
Engineering and Manufacturing Solutions.
Our long-run facilities are 100% geared towards process
optimisation and integrating advanced back-end automation, thereby
enhancing throughput and quality. On the other hand, our medium-run
facilities are tasked with increasing their agility, efficiently
managing changeovers between runs and developing flexible
automation systems to ensure continuity and productivity. The first
region where we have completed the factory specialisation is EMEA,
where the strategy is delivering the expected results. The next
region we are addressing is the USA, albeit with different
dynamics, where the focus will allow us to build a winning
model.
We are keen to shape Carclo into an engaging organisation with
high energy drive, committed to high quality execution, when
precision matters. To be ready to meet the evolving demands of our
customers and the marketplace. Our strategy includes diversifying
our portfolio whilst aiming for steady top-line growth.
We are committed to fortifying our balance sheet and decreasing
our debt, with an emphasis on cash generation, prudent management
of working capital and enhancing equipment utilisation. We are
channelling our capital investments towards measures that improve
safety, efficiency, yield and quality. Through enhanced project
flexibility, leveraging on our well invested but underutilised
machine park we will deliver growth.
When it comes to pricing, we are not racing to the bottom.
Instead, we are committed to delivering exceptional value,
underpinned by the high-quality and comprehensive support we
offer.
Our team forms the heart of Carclo, their growth being a
cornerstone of our strategy. We're prioritising investments in
their professional enhancement, creating dedicated Educational and
Excellence Centres regionally. This initiative empowers our
engineers with robust training and skills development programs,
propelling process enhancements, automation advancements, and
innovative product line creation. We believe that nurturing their
talents and fostering a culture of innovation will be pivotal to
our collective success.
As part of our commitment to sustainability, we've launched our
worldwide initiative, "Zelda". Its primary objectives are to reduce
waste sent to recycling by 50% within two years and decrease energy
consumption per unit of production by 15% over three years through
energy optimisation. Moreover, we are devoted to creating a
positive societal ripple effect via local community
involvement.
We believe in being candid about our sustainability journey, and
will consistently share updates on our achievements, challenges,
and milestones.
Divisional performance
CTP Division
We have divided our CTP division into two separate businesses.
Our Design & Engineering business is responsible for handling
global customer development projects, while our Manufacturing
Solutions business comprises our worldwide network of facilities,
specialising in a comprehensive range of manufacturing services,
encompassing injection moulding, assembly and supply chain
solutions. Our CTP division has undertaken a substantial
restructuring effort in the EMEA region to better align with
customer needs and successfully navigate challenges such as rising
input costs and labour shortages. The execution of our strategy,
which includes standardising machines, processes, and global
quality standards, coupled with clear factory specialisation, has
revitalised our operational results in the region. We are now
focused on implementing these strategies in the US region to
further strengthen our position.
Through an unwavering commitment to operational excellence and a
customer-centric approach, we are dedicated to achieving sustained
profitability and creating long-term value. These principles guide
our actions as we strive to exceed customer expectations, drive
efficiency, and optimise our performance. By aligning our
operations with customer needs and consistently delivering
exceptional products and services, we aim to re-establish Carclo as
a trusted industry leader and maximise value for our
stakeholders.
Design & Engineering (D&E) :
In FY22/23, our Design & Engineering (D&E) business
demonstrated robust revenue performance, generating total revenues
of GBP20.1 million. While sales were lower compared to last year's
exceptional figures, they remained significantly higher than the
average of the previous three years. This reflects the strength of
our ongoing focus on the life sciences sector and strategic
partnerships with existing customers.
By maintaining this strategic direction, we built a strong order
book by the end of the year, positioning us favourably for
continued success in the future. This is a testament to our ability
to deliver value-added solutions and meet the evolving demands of
our clients.
To further augment our capabilities and support our technical
talent, we are establishing a state-of-the-art training facility at
our Roseytown location in Pennsylvania. This facility serves as a
dedicated space not only for validation purposes but, more
importantly, for in-house training on manufacturing lines, mould
technology, and material behaviour . It enables our team to
continually refine their skills and expertise, empowering them to
consistently deliver best-in-class solutions to our valued clients.
This investment in our team's development reinforces our commitment
to excellence and ensures that we stay at the forefront of
innovation in the industry.
Manufacturing Solutions (MS) :
Our Manufacturing Solutions (MS) business serves as our global
manufacturing and assembly platform, strategically divided into
three regions: Americas, EMEA, and APAC. We have embarked on a
focused journey of factory specialisation, emphasising operational
excellence and minimising the complexities that arise in
manufacturing processes.
In the first phase of our EMEA strategic reset, we are already
witnessing the potential of our manufacturing platform through
enhanced operational efficiency, increased asset utilisation, and
improved labour efficiency. These early successes reinforce our
confidence in the effectiveness of our strategic approach. In the
Americas, our leadership team faces challenges posed by input cost
increases and labour shortages. Addressing these challenges remains
our team's primary focus, and we are intensifying our efforts to
execute the strategic positioning and factory specialisation of our
US manufacturing platform.
Despite the hurdles faced, the MS business achieved modest
revenue growth in FY22/23 at constant currency. Our revenues
increased to GBP116.7 million (GBP104.9 million at constant
currency). This growth was primarily driven by customer price
increases that offset inflationary pressures and higher energy
costs. By diligently managing these factors, we were able to
maintain a positive revenue trajectory while navigating a
challenging market environment.
Through our steadfast commitment to operational excellence and
strategic focus on factory specialisation, we are confident in our
ability to enhance our MS business' performance, drive
efficiencies, and maximize value for our stakeholders.
Aerospace Division
The Aerospace division has demonstrated a remarkable improvement
in profit performance year-on-year, benefiting from the
post-Covid-19 market recovery. Our revenue experienced impressive
growth, reaching GBP6.6 million in the current fiscal year compared
to GBP4.7 million in FY21/22, representing a substantial increase
of 40.9%. This resurgence in the Aerospace Division's performance
is highly encouraging, highlighting our ability to adapt and thrive
in evolving market conditions.
While our progress in the Aerospace Division is noteworthy, we
did experience some challenges in our cash conversion rate due to
constraints within the supply chain of specialised metals. However,
our commitment to delivering high-quality products and services
remains unwavering, positioning us for continued success and growth
in the aviation industry.
With the aviation sector on an upswing, we are well-positioned
to leverage this positive momentum. Our dedication to excellence,
combined with our relentless focus on meeting customer
expectations, enables us to capitalise on the opportunities that
lie ahead. As we navigate challenges and pursue opportunities, we
remain committed to maintaining our reputation as a trusted
provider of superior products and services in the aerospace
market.
Financing
Given the impact of rising interest rates and the high
inflationary environment, we have worked closely with our lending
bank to secure appropriate ongoing financial support for the
business. We are pleased that we continue to be supported by the
bank who have agreed to a more appropriate set of covenants during
the period whilst we revitalise the business and implement our new
strategy. After receiving written confirmation from the bank we are
now awaiting the formal documentation to be signed, which is
expected to be completed before the publication of the Group's
Annual Report and Accounts.
Sustainability and Corporate Responsibility
We have clearly defined our sustainability strategy in our
worldwide initiative "Project Zelda". We are first addressing the
major contributors to our ecological footprint, being raw material
and electricity usage. The team is focused on delivering a
sustainable improvement in reducing, reusing and upcycling the
materials used within our production processes. Overall targets to
be reached in two years are:
-- A 50% reduction of materials we send to recycling.
-- A 10% reduction of the amount of KwH per kilo of products sold.
We are enhancing our various community engagement initiatives,
we have continued to invest in the growth and development of the
regions in which we operate, creating opportunities for education,
skill development, and employment.
Moving forward
The past year presented us with significant challenges, but it
also marked a transformative period of renewed focus. We have
implemented a new strategy, formed a new board, and established a
diverse and dynamic leadership team, all fuelled by a high level of
energy and unwavering commitment to our employees and customers.
While there is still much work ahead, the early results from our
new strategy are promising, instilling a sense of optimism and
belief in a bright future.
Our positive outlook is supported by compelling evidence. We
have successfully renegotiated our banking covenants, securing
financial stability as we continue to implement our new strategic
approach. Significant progress has been made in our Mitcham
operations, further strengthening our confidence in the
effectiveness of our initiatives. Furthermore, we have successfully
reached a settlement agreement with the cancellation of a supply
contract, reinforcing our ability to navigate challenges and
capitalise on opportunities.
In conclusion, we acknowledge that FY22/23 presented its fair
share of difficulties. However, we have already embarked on a new
chapter and are turning the page towards a future brimming with
possibilities. We have full confidence in our new strategy and
leadership team, feeling that the best is yet to come. We extend
our heartfelt appreciation to the staff at Carclo for their ongoing
support during this transformative time. Together, we will navigate
this transition and forge a path towards sustained success.
Frank Doorenbosch
Chief Executive Officer
11 July 2023
Finance review
Our new strategy places a greater emphasis on operational
performance improvement and cash generation in response to the
challenges posed by high inflation and rising interest costs.
As we reflect on the past fiscal year, it's heartening to see
how our Group has navigated the economic landscape, delivering a
robust 11.6% growth in revenue (GBP143.4 million), or a solid 3.8%
at constant currency, up from GBP128.6 million in FY21/22. This
demonstrates not only the resilience of the markets we serve, but
also the strength and continuity of our key customer relationships
.
Our underlying operating profit came in at GBP5.9 million,
compared to GBP6.1 million (or GBP6.7 million at constant currency)
in the previous year, resulting in a return on sales of 4.1%, down
slightly from 4.7% last year. This shift in profitability was
primarily influenced by escalating cost inflation, most notably a
sharp increase in energy costs, and the challenge these pose in
terms of timely pass-through to customers.
Exceptional net costs for the year amounted to GBP4.7 million,
compared to GBP1.4 million gain in FY21/22. The majority of these
costs, GBP3.4 million to be exact, were cash settled. These costs
encompassed GBP3.4 million in rationalisation expenses, GBP0.9
million stemming from the termination of future supply agreements,
GBP0.9 million in doubtful debt and associated inventory provision,
and GBP0.3 million related to legacy health claims. These costs
were partly offset by a gain of GBP0.8 million from the disposal of
surplus properties.
Overall, the financial year proved to be challenging but also
demonstrated the Group's resilience and adaptability. Moving
forward, we continue to focus on our commitment to creating
long-term shareholder value and maintaining the trust of our
strategic customers.
Statutory operating profit is down GBP7.7 million on prior year
to GBP1.2 million (FY21/22: GBP8.9 million).
During the year, we experienced an increase in net finance
costs, primarily due to rising interest rates, which amounted to
GBP3.7 million (FY21/22: GBP3.0 million). This figure includes
notional pension deficit interest charged of GBP0.7 million
(FY21/22: GBP0.7 million).
Taxation charge for the year was GBP1.4 million (FY21/22: GBP0.8
million). The FY21/22 taxation charge benefited from a deferred tax
credit of GBP0.7 million, being the recognition of a deferred tax
asset on the UK projected profits at the time. However, this year,
we have seen the reversal of that deferred tax asset due to the
effects of the restructuring plans.
Statutory loss/profit after tax was GBP4.0 million loss
(FY21/22: GBP5.8 million profit) on all operations, and GBP4.0
million loss (FY21/22: GBP5.1 million profit) on continuing
operations, giving a statutory loss per share on all operations of
5.4 pence (FY21/22: 7.9 pence profit), and 5.4 pence loss on
continuing operations (FY21/22: 7.0 pence profit).
Underlying profit after tax fell to GBP0.3 million (FY21/22:
GBP2.3 million), giving an underlying EPS of 0.4 pence (FY21/22:
3.1 pence), on underlying operating profit of GBP5.9 million, down
2.6% on prior year (FY21/22: GBP6.1 million).
Cash generated from operations was GBP7.8 million and 14.7%
higher than the prior year (FY21/22: GBP6.8 million), reflecting
the change in strategy from a focus on top-line growth to cash
generation via operational improvements and robust working capital
control. Efficient management of working capital is a key
contributor to cash performance. In addition, during the year a
sale and leaseback raised GBP2.4 million after costs.
Cash generated by the Group was principally utilised to make
capital investment and lease repayments, pension deficit repair
contributions, scheduled bank loan repayments and interest
payments. The Group's full cashflow statement is set out on page
18.
In recognition of the shift in strategic priorities we have
refreshed the Group's key externally reported KPIs to those which
we consider will best demonstrate the progress being made towards
achieving our strategic goals. These are set out on pages 26 and 27
of the Annual Report and Accounts.
A reconciliation of statutory to underlying non-GAAP financial
measures is provided on page 45.
Net debt
During the year, we redirected our investment in capital
expenditure towards a rapid payback, focussing on our continuous
improvement strategy aimed at supporting asset performance and
utilisation. Tangible additions were GBP5.8 million (FY21/22:
GBP9.7 million) mainly in support of major customer programmes. Of
this investment, GBP3.5 million (FY21/22: GBP6.8 million) was
delivered via leasing.
Net debt, including IFRS16 lease liabilities, increased in the
year by GBP2.0 million to GBP34.4 million (FY21/22: GBP32.4
million). Of this increase GBP1.5 million was due to foreign
currency movements. Net debt excluding leases increased GBP1.0
million to GBP22.5 million (FY21/22: GBP21.5 million). Following
the shift in strategic focus, improvements in our cash generation
have resulted in a reduction of net debt including lease
liabilities during H2 of GBP2.5 million.
CTP division
CTP revenue of GBP136.8 million was up 10.5% (2.5% at constant
currency) (FY21/22: GBP123.9 million) with underlying volumes
broadly flat.
CTP divisional operating profit before exceptional items was
GBP7.3 million, GBP1.1 million down on the prior year, excluding
GBP2.1 million of non-recurring income in the form of a US
government Covid-19 grant.
In the face of high cost inflation, particularly in labour and
energy prices, our CTP division encountered significant hurdles.
The tightened labour markets, predominantly in the US, imposed
further complications in the recruitment and retention of labour.
These challenges underline the rapidly changing economic conditions
we find ourselves grappling with, and underscore the necessity of
our ongoing strategic adaptations. Although there were delays in
passing on the impact of inflation to customers, CTP made
significant progress during H2 in implementing both temporary
energy surcharges and permanent pricing increases, resulting in an
improved margin performance, particularly in the final quarter of
the year.
The Group was met with an unforeseen development in December
2022 when a prospective new global OEM customer informed us,
following the completion of the design and engineering phase, due
to a contraction in the end-market demand for Covid-19 testing, the
customer decided to suspend progression into the production phase
of the original ten-year Framework Agreement. However, we moved
swiftly and strategically to mitigate potential financial
implications. On 30 May 2023, we successfully signed a settlement
agreement that effectively neutralises the Group's financial
exposure arising from the premature termination of this contract.
This settlement is a testament to our resilience and flexibility in
navigating unexpected circumstances.
Furthermore, we were able to quickly pivot and rapidly implement
a plan to repurpose the production capacity assigned to this
project. The majority of the capital investments, inclusive of
infrastructure such as buildings, clean rooms, and state-of-the-art
equipment have been reallocated to enhance projects with existing
strategic partners. We also signed a mutually satisfactory
settlement agreement with the customer concerning working capital
and recompense for business disruption.
There is a considerable potential to elevate CTP's operational
performance even further, and we have taken steps to seize this
opportunity. We've initiated fresh strategies designed to bolster
both asset utilisation and our ability to meet customers' needs
through factory specialisation. Our commitment to ceaseless
improvement propels these initiatives, backed by the recent
implementation of real-time operational data capture and reporting
systems. This approach enables us to react more swiftly to
developments, continuously refine our operations, and maintain our
mission of delivering superior customer value.
Aerospace division
In the Aerospace sector, we saw an impressive uptick in revenue
to GBP6.6 million, a surge of 40.9% (or 39.4% at constant
currency), compared to GBP4.7 million in FY21/22. This marks a
return to near pre-Covid-19 levels for this division, an
accomplishment underpinned by strong operating profitability of
GBP1.5 million for the year, more than doubling the prior year's
GBP0.7 million. The market has demonstrated a robust recovery, and
we have been agile in leveraging this momentum, securing increased
order volumes predominantly from our existing customer base. Our
strategy to strengthen and deepen relationships with these
customers has evidently paid off, underlining the importance of
customer retention in our overall growth plan.
Central costs
In terms of our overheads, we have seen a minor reduction in
other Group and central underlying costs, which amounted to GBP2.9
million for this fiscal year, compared to GBP3.0 million in
FY21/22. This slight decrease reflects our ongoing commitment to
prudent cost management and operational efficiency. We will
continue to seek ways to streamline our central expenses without
compromising our quality of service we deliver to the business.
Total Group
Bank facilities
On 2 September 2022 the Group successfully refinanced the
facilities with the Company's lender, concluding a first amendment
and restatement agreement relating to the multicurrency term and
revolving facilities agreement dated 14 August 2020.
As at 31 March 2023, total UK bank facilities were GBP32.8
million, of which GBP3.5 million related to a revolving credit
facility (maturing on 30 June 2025) and GBP29.3 million in term
loan facilities. GBP1.4 million of the term facility will be
amortised by 31 March 2024 and a further GBP2.2 million by 31 March
2025. The balance becomes payable by the maturity date, 30 June
2025.
As previously reported at the half-year, increasing interest
rates had limited the headroom on the Group's banking covenants,
principally interest cover, which prompted the Group to seek an
adjustment of its banking covenants to ensure sufficient
funding.
Since then, we have worked closely with our bank, who have
remained supportive throughout, and agreed to adjust the interest
cover covenant at both the December 2022 and March 2023 testing
points. As announced on 23 June 2023, we are pleased to confirm
that we have now agreed on revised covenants covering the period to
maturity at 30 June 2025, providing the required level of certainty
over our funding.
Moving forward, the Group remains committed to prioritising the
strengthening of its balance sheet and seeking alternative sources
of bank financing for its growing US operations in the medium term.
We will continue to closely monitor market conditions and work
proactively with our bank to ensure our ongoing financial stability
and success.
Defined benefit pension scheme actuarial valuation
The last triennial actuarial valuation of the Group pension
scheme was carried out as at 31 March 2021. This reported a
significantly reduced actuarial technical provisions deficit of
GBP82.8 million (FY21/22: GBP90.4 million based upon the 31 March
2018 valuation).
The statutory accounting method of valuing the Group pension
scheme deficit under IAS 19 resulted in an increase in the net
liability to GBP34.5 million at 31 March 2023 (31 March 2022:
GBP26.0 million).
Over the year, the Group's contributions to the scheme were
GBP4.1 million (FY21/22: GBP3.9 million).
During the year there was significant volatility in investment
markets with bond and gilt yields spiking in the aftermath of the
September 22 "mini budget". The pension, which was maintaining an
80% liability hedge via Liability Driven Investments ("LDI") and
bond holdings, experienced a significant fall in the value of these
assets, albeit less than the fall in the equivalent of the
liabilities being hedged. Other scheme assets including property
and global equity funds also experienced negative returns during
the period with the resulting increase in the IAS 19 deficit.
Treasury
The Group faces currency exposure on its overseas subsidiaries
and on its foreign currency transactions. In addition, as set out
in the principal risks and uncertainties as presented in the Annual
Report and Accounts, the plc is reliant on regular funding flows
from the overseas subsidiaries to meet banking, pension and
administrative commitments. To manage this complexity, we have
enhanced the Group's management of cash, debt and exchange risks by
strengthening our treasury function.
The Group reports trading results of overseas subsidiaries based
on average rates of exchange compared with sterling over the year.
This income statement translation exposure is not hedged as this is
an accounting rather than cash exposure and as a result the income
statement is exposed to movements in the US dollar, euro, renminbi,
Czech koruna and Indian rupee. In terms of sensitivity, based on
the FY22/23 results, a 10% increase in the value of sterling
against these currencies would have decreased reported profit
before tax by GBP0.8 million.
Dividend
Given the restrictions on the payment of dividends contained
within the amended and restated bank facilities agreement and the
absence of distributable reserves required to make dividend
payments, the Board is not recommending the payment of a dividend
for the financial year FY22/23 (FY21/22: GBPnil). Under the terms
of the restructuring agreement, the Group is not permitted to make
a dividend payment to shareholders up to the period ending June
2025.
Alternative performance measures
In the analysis of the Group's financial performance, position,
operating results and cash flows, alternative performance measures
are presented to provide readers with additional information. The
principal measures presented are underlying measures of earnings
including underlying operating profit, underlying profit before
tax, underlying profit after tax, underlying EBITDA and underlying
earnings per share.
This results statement includes both statutory and adjusted
non-GAAP financial measures, the latter of which the Directors
believe better reflect the underlying performance of the business
and provides a more meaningful comparison of how the business is
managed and measured on a day-to-day basis. The Group's alternative
performance measures and KPIs are aligned to the Group's strategy
and together are used to measure the performance of the business
and form the basis of the performance measures for remuneration.
Underlying results exclude certain items because, if included,
these items could distort the understanding of the performance for
the year and the comparability between the periods. A
reconciliation of the Group's non-GAAP financial measures is shown
on page 45.
We provide comparatives alongside all current year figures. The
term "underlying" is not defined under IFRS and may not be
comparable with similarly titled measures used by other
companies.
All profit and earnings per share figures relate to underlying
business performance (as defined above) unless otherwise stated. A
reconciliation of underlying measures to statutory measures for
FY22/23 is provided below:
Exceptional
GBP000 Statutory items Underlying
----------------------------------------------------------------- --------- ----------- ----------
CTP operating profit 4,569 (2,752) 7,321
Aerospace operating profit 1,520 - 1,520
Central costs (4,860) (1,958) (2,902)
------------------------------------------------------------------- --------- ----------- ----------
Group operating profit from continuing operations 1,229 (4,710) 5,939
Net finance expense (3,749) - (3,749)
------------------------------------------------------------------- --------- ----------- ----------
Group (loss) / profit before taxation from continuing operations (2,520) (4.710) 2,190
Taxation expense (1,437) - (1,437)
------------------------------------------------------------------- --------- ----------- ----------
Group (loss)/profit for the period from continuing operations (3,957) (4,710) 753
Profit on discontinued operations, net of tax - - -
----------------------------------------------------------------- --------- ----------- ----------
Group (loss) / profit for the period (3,957) (4,710) 753
------------------------------------------------------------------- --------- ----------- ----------
Basic (loss) / profit per share (pence) (5.4)p (5.8)p 0.4p
------------------------------------------------------------------- --------- ----------- ----------
The exceptional items comprise:
GBP000 Group (1)
-------------------------------------------------------------------- ---------
Restructuring and rationalisation costs (3,404)
Costs arising from cancellation of future customer supply agreement (877)
Doubtful debt and related inventory provisions (896)
Costs in respect to legacy health related claims (302)
Profit on disposal of surplus property 769
---------------------------------------------------------------------- ---------
Total exceptional items (4,710)
---------------------------------------------------------------------- ---------
(1) There were no exceptional items in respect to discontinued
operations in the year to 31 March 2023.
Post balance sheet events and going concern
Post balance sheet events
Upon completion of the Design and Engineering phase of our
supply contract, we received an unexpected notice from a leading
global OEM customer in December 2022. Citing a decline in the
end-market demand for Covid-19 testing, they chose not to advance
into the project's production phase. However, by 30 May 2023, we
reached a settlement agreement that largely mitigates the financial
risk the Group faced due to the early termination of the contract.
The Group has recognised an exceptional cost in the year to 31
March 2023 of GBP0.9 million, most of which is to recognise assets
on balance sheet at recoverable amount, see note 6 for further
details. The Group will recognise an exceptional gain in the income
statement to 31 March 2024 of approximately GBP0.6 million.
Although the details of the agreement remain confidential, full and
final settlement was received on 21 June 2023.
On 22 June 2023 the Group's lending bank, agreed to an
adjustment of the interest and the net leverage covenants related
to the facilities due to mature on 30 June 2025. On 1 June 2023, a
voluntary repayment of GBP0.4 million was made and on 30 June 2023,
a further voluntary repayment of GBP3.3 million was made.
Going concern
The financial statements are prepared on the going concern
basis.
Group performance during the year has enabled capital investment
to be made whilst retaining a stable financial position with net
debt excluding lease liabilities as of 31 March 2023 increasing to
GBP22.5 million (31 March 2022: GBP21.5 million).
Net debt including lease liabilities at 31 March 2023 was
GBP34.4 million (31 March 2022 : GBP32.4 million), with the
principal reason behind the increase being foreign exchange
movements of GBP1.5 million.
On 2 September 2022, the Group successfully refinanced with the
Company's bank, concluding a first amendment and restatement
agreement relating to the multi-currency term and revolving
facilities agreement dated 14 August 2020. The debt facilities
available to the Group at 31 March 2023 comprise a term loan of
GBP29.3 million, of which GBP1.4 million will be amortised by 31
March 2024 and a further GBP2.2 million amortised by 31 March 2025.
The balance becomes payable by the termination date, 30 June
2025.
At 31 March 2023, the term loans were denominated as follows:
sterling 14.2 million, US dollar 13.3 million and euro 4.9 million.
The facility also includes a GBP3.5 million revolving credit
facility, denominated in sterling, maturing on 30 June 2025.
Since the year-end there have been no significant changes to the
Group's liquidity position. The term loan balances stood at
sterling 10.2 million, US dollar 13.3 million and euro 4.9 million,
totalling GBP27.0 million on 30 June 2023, with undrawn facilities
of GBP1.5 million on the RCF.
As part of the original bank financing in August 2020 the Group
became subject to four bank facility covenant tests. The quarterly
covenants to be tested are:
-- Underlying interest cover;
-- Net debt to underlying EBITDA;
-- Core subsidiary underlying EBITA; and
-- Core subsidiary revenue.
Core subsidiaries are defined as Carclo Technical Plastics Ltd;
Bruntons Aero Products Ltd; Carclo Technical Plastics (Brno) s.r.o;
CTP Carrera Inc and Jacottet Industrie SAS, with CTP Taicang Co.
Ltd and Carclo Technical Plastics Pvt Co Ltd being treated as
non-core for the purposes of these covenants.
Following a more than doubling of the base rate in the first
half of FY22/23, the Group reassessed its forecasts and concluded
there was insufficient headroom available to meet all the agreed
banking covenants in the event of certain downside scenarios taking
place. Breach of any of these covenants could lead to the creditors
calling in their debt, leaving the plc insolvent. As a result, at
the half year, in recognition of a potential covenant breach, the
Group issued a material uncertainty warning over its ability to
continue trading as a going concern.
Since that time the Group has worked with the bank to amend the
covenants and agreed adjustments to the Group's interest cover
covenant for both the December 2022 and March 2023 testing
points.
In December 2022 the Group announced the cancellation of a new
business contract that would materially impact the results for
FY22/23. Further discussions were held with the bank and, following
a review of the Group's 3-year plan up to March 2026, on 22 June
the bank agreed in writing to the Group's request to further amend
the interest cover covenant to June 2025 and to an adjustment to
the net debt to underlying EBITDA covenant to December 2023.
The revised banking covenants and thresholds are assumed to be
in place throughout the going concern assessment period. However,
there remains a material uncertainty over going concern until the
formal documentation is signed, which is expected to be completed
before the publication of the Group's Annual Report and Accounts. A
schedule of contributions is also in place with the pension
trustees with an agreed GBP3.5 million to be paid annually until 31
October 2039. Additional contributions also agreed are 25% of any
surplus of 2023/24 underlying EBITDA over GBP18 million payable
from 30 June 2024 to 31 May 2025, extending to 26% of any 2024/25
surplus payable from 30 June 2025 to 31 May 2026.
In addition, the pension scheme has the benefit of a fifth
covenant to be tested each year up to and including 2023. The test
requires any shortfall of pension deficit recovery contributions
when measured against Pension Protection Fund priority drift (which
is a measure of the increase in the UK Pension Protection Fund's
potential exposure to the Group's pension scheme liabilities), to
be met by a combination of cash payments to the scheme, plus a
notional (non-cash) proportion of the increase in the underlying
value of the CTP and Aerospace segments based on an EBITDA multiple
for those businesses which is determined annually. This test will
be completed on the 31 March 2023 audited financial statements and
management expect this covenant to be met.
The Group is subject to a number of key risks and uncertainties,
as detailed in the Principal risks and uncertainties section in the
Annual Report and Accounts. Mitigation actions are also considered
in this section. These risks and uncertainties have been considered
in the base case and severe downside sensitivities and have been
modelled accordingly.
The Directors have reviewed cash flow and covenant forecasts to
cover the period, at least twelve months from date of signing the
consolidated financial statements, considering the Group's
available debt facilities and the terms of the arrangements with
the Group's bank and the Group pension scheme.
The base case forecast includes assumptions around sales,
margins, working capital and interest rates. The sensitivity
analysis has considered the risks facing the Group and has modelled
the impact of each in turn, as well as considering the impact of
aggregating certain risk types and shows that the Group is able to
operate within its available facilities and meet its agreed
covenants as they arise. Furthermore, the Directors have reviewed
sensitivity testing, modelling a range of severe downside
scenarios. These sensitivities attempt to incorporate identified
risks set out in the Principal risks and uncertainties section of
the Annual Report and Accounts.
Severe downside sensitivities modelled included a range of
scenarios modelling the financial effects of loss of business from:
discrete sites, an overall fall in gross margin of 1% across the
Group, a fall in Group sales of 3% matched by a corresponding fall
in cost of sales of the same amount, and interest rate risk.
The Group is not exposed to vulnerable sectors or vulnerable
countries but does have certain key customers, which create risks
and uncertainties. These risks and uncertainties are documented and
the mitigating actions being taken are covered in detail in the
Principal risks and uncertainties section in the annual report and
accounts.
On the basis of this forecast and sensitivity testing, the Board
has determined that it is reasonable to assume that the Group will
continue to operate within the facilities available and will be
able to adhere to the covenant tests to which it is subject
throughout at least the twelve-month period from the date of
signing the financial statements.
Accordingly, these financial statements are prepared on a going
concern basis.
David Bedford
Chief Financial Officer
11 July 2023
Consolidated income statement
for the year ended 31 March 2023
FY22/23 FY21/22
Notes GBP000 GBP000
------------------------------------------------------------------------ ------ -------- --------
Continuing operations:
Revenue 4 143,445 128,576
Underlying operating profit 5,939 6,096
Covid-19 related US government grant income 7 - 2,087
Exceptional items 6 (4,710) 721
Operating profit 4 1,229 8,904
Finance revenue 218 77
Finance expense 8 (3,967) (3,066)
(Loss) / profit before tax (2,520) 5,915
Income tax expense 9 (1,437) (809)
(Loss) / profit after tax but before profit on discontinued operations (3,957) 5,106
Discontinued operations:
Profit on discontinued operations, net of tax 5 - 693
(Loss) / profit for the period (3,957) 5,799
======== ========
Attributable to:
Equity holders of the Company (3,957) 5,799
Non-controlling interests - -
(3,957) 5,799
======== ========
(Loss) / Earnings per ordinary share 10
Basic - continuing operations (5.4) p 7.0 p
Basic - discontinued operations - p 0.9 p
-------- --------
Basic (5.4) p 7.9 p
-------- --------
Diluted - continuing operations (5.4) p 6.9 p
Diluted - discontinued operations - p 0.9 p
-------- --------
Diluted (5.4) p 7.9 p
-------- --------
Consolidated statement of comprehensive income
for the year ended 31 March 2023
FY22/23 FY21/22
GBP000 GBP000
--------------------------------------------------------------------------------- --------- --------
(Loss) / profit for the period (3,957) 5,799
Other comprehensive (expense) / income
Items that will not be reclassified to the income statement
Remeasurement (losses) / gains on defined benefit scheme (10,577) 8,480
Deferred tax arising - -
Total items that will not be reclassified to the income statement (10,577) 8,480
Items that are or may in the future be classified to the income statement
Foreign exchange translation differences 1,129 1,840
Net investment hedge 818 440
Deferred tax arising (190) (127)
Total items that are or may in the future be classified to the income statement 1,757 2,153
Other comprehensive (expense) / income, net of tax (8,820) 10,633
Total comprehensive (expense) / income for the year (12,777) 16,432
========= ========
Attributable to -
Equity holders of the Company (12,777) 16,432
Non-controlling interests - -
Total comprehensive (expense) / income for the period (12,777) 16,432
========= ========
Consolidated statement of financial position
as at 31 March 2023
FY22/23 FY21/22
Notes GBP000 GBP000
------------------------------------------------------------ ------ -------- --------
Non-current assets
Intangible assets 12 23,463 22,714
Property, plant and equipment 13 45,321 46,964
Deferred tax assets 1,185 1,403
Trade and other receivables - 115
Total non-current assets 69,969 71,196
-------- --------
Current assets
Inventories 15,203 16,987
Contract assets 5,763 7,700
Trade and other receivables 21,383 19,702
Cash and cash deposits 10,354 12,347
Non-current assets classified as held for sale 14 - 266
-------- --------
Total current assets 52,703 57,002
-------- --------
Total assets 122,672 128,198
======== ========
Non-current liabilities
Loans and borrowings 15 39,668 41,804
Deferred tax liabilities 4,917 4,878
Contract liabilities - 3,099
Retirement benefit obligations 16 34,493 25,979
Total non-current liabilities 79,078 75,760
-------- --------
Current liabilities
Loans and borrowings 15 5,046 2,948
Trade and other payables 21,408 21,062
Current tax liabilities 372 170
Contract liabilities 4,689 3,755
Provisions 473 87
Total current liabilities 31,988 28,022
Total liabilities 111,066 103,782
-------- --------
Net assets 11,606 24,416
======== ========
Equity
Ordinary share capital issued 17 3,671 3,671
Share premium 7,359 7,359
Translation reserve 9,243 7,486
Retained earnings (8,641) 5,926
Total equity attributable to equity holders of the Company 11,632 24,442
Non-controlling interests (26) (26)
Total equity 11,606 24,416
======== ========
Approved by the Board of Directors and signed on its behalf
by
Frank Doorenbosch David Bedford
11 July 2023 11 July 2023
Consolidated statement of changes in equity for the year ended
31 March 2023
Attributable to equity holders of the Company
------------ ----------------------------------------------
Share Share Translation Retained Non-controlling Total
capital premium reserve earnings Total interests equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------- ------------ --------- ------------ --------- ---------- ---------------- ---------
Balance at 1
April 2021 3,671 7,359 5,333 (8,426) 7,937 (26) 7,911
Profit for the
year - - - 5,799 5,799 - 5,799
Other
comprehensive
income /
(expense):
Foreign
exchange
translation
differences - - 1,840 - 1,840 - 1,840
Net investment
hedge - - 440 - 440 - 440
Remeasurement
gains on
defined
benefit scheme - - - 8,480 8,480 - 8,480
Taxation on
items above - - (127) - (127) - (127)
Total
comprehensive
income for the
period - - 2,153 14,279 16,432 - 16,432
Transactions
with owners
recorded
directly in
equity
Share-based
payments - - - 73 73 - 73
Taxation on
items recorded
directly in
equity - - - - - - -
Balance at 31
March 2022 3,671 7,359 7,486 5,926 24,442 (26) 24,416
============ ========= ============ ========= ========== ================ ===========
Balance at 1
April 2022 3,671 7,359 7,486 5,926 24,442 (26) 24,416
Loss for the
year - - - (3,957) (3,957) - (3,957)
Other
comprehensive
income /
(expense)
income:
Foreign
exchange
translation
differences - - 1,129 - 1,129 - 1,129
Net investment
hedge - - 818 - 818 - 818
Remeasurement
losses on
defined
benefit scheme - - - (10,577) (10,577) - (10,577)
Taxation on
items above - - (190) - (190) - (190)
Total
comprehensive
income /
(expense) for
the period - - 1,757 (14,534) (12,777) - (12,777)
Transactions
with owners
recorded
directly in
equity:
Share-based
payments - - - (33) (33) - (33)
Taxation on
items recorded
directly in
equity - - - - - - -
Balance at 31
March 2023 3,671 7,359 9,243 (8,641) 11,632 (26) 11,606
============ ========= ============ ========= ========== ================ ===========
Consolidated statement of cash flows
for the year ended 31 March 2023
FY22/23 FY21/22
Notes GBP000 GBP000
------------------------------------------------------------------- ------ -------- --------
Cash generated from operations 18 7,778 6,780
Interest paid (2,955) (2,502)
Tax paid (1,051) (1,309)
Net cash from operating activities 3,772 2,969
Cash flows from / (used in) investing activities
Proceeds from sale of business, net of cash disposed - 693
Proceeds from sale of property, plant and equipment 1,390 20
Interest received 218 77
Purchase of property, plant and equipment (2,313) (4,804)
Purchase of intangible assets (104) (135)
Net cash used in investing activities (809) (4,149)
Cash flows from / (used in) financing activities
Drawings on new and existing facilities 359 1,575
Refinancing costs (250) -
Proceeds from sale and leaseback of property, plant and equipment 1,222 1,410
Repayment of borrowings excluding lease liabilities (1,800) (2,282)
Repayment of other loan facilities (102) -
Repayment of lease liabilities (4,104) (3,196)
Net cash used in financing activities (4,675) (2,493)
Net decrease in cash and cash equivalents (1,712) (3,673)
Cash and cash equivalents at beginning of period 12,347 15,485
Effect of exchange rate fluctuations on cash held (281) 535
Cash and cash equivalents at end of period 10,354 12,347
======== ========
Cash and cash equivalents comprise:
Cash and cash deposits 10,354 12,347
10,354 12,347
======== ========
Notes on the preliminary statement
1 Basis of preparation
The financial statements included in this preliminary
announcement have been prepared in accordance with the Disclosure
and Transparency Rules of the UK Financial Conduct Authority, and
the principles of UK-adopted international accounting standards,
but do not comply with the full disclosure requirements of these
standards. The financial information for the year ended 31 March
2022 is derived from the statutory financial statements for that
year which have been delivered to the Registrar of Companies. The
auditor reported on those financial statements: their report was
unqualified, did not draw attention to any matters by way of
emphasis and did not contain a statement under s498(2) or (3) of
the Companies Act 2006. The financial information has been prepared
on a going concern basis under the historic cost convention basis
except that derivative financial instruments, share options
and defined benefit pension plan assets are stated at their fair
value.
The unaudited financial information contained in this
announcement does not constitute the statutory financial statements
of the Group as at and for the year ended 31 March 2023, but is
derived from those financial statements, which have been prepared
in accordance with UK-adopted international accounting standards.
The financial statements themselves will be approved by the Board
of Directors and reported on by the auditor and then subsequently
delivered to the Registrar of Companies. The Group expects to
publish full consolidated statements on or around 28 July 2023.
Accordingly, the financial information for FY22/23 is presented as
unaudited in this announcement .
The financial statements are prepared on the going concern
basis.
Group performance during the year has enabled capital investment
to be made whilst retaining a stable financial position with net
debt excluding lease liabilities as of 31 March 2023 increasing to
GBP22.5 million (31 March 2022: GBP21.5 million).
Net debt including lease liabilities at 31 March 2023 was
GBP34.4 million (31 March 2022: GBP32.4 million), with the
principal reason behind the increase being foreign exchange
movements of GBP1.5 million.
On 2 September 2022, the Group successfully refinanced with the
Company's bank, concluding a first amendment and restatement
agreement relating to the multi-currency term and revolving
facilities agreement dated 14 August 2020. The debt facilities
available to the Group at 31 March 2023 comprise a term loan of
GBP29.3 million, of which GBP1.4 million will be amortised by 31
March 2024 and a further GBP2.2 million amortised by 31 March 2025.
The balance becomes payable by the termination date, 30 June
2025.
At 31 March 2023, the term loans were denominated as follows:
sterling 14.2 million, US dollar 13.3 million and euro 4.9 million.
The facility also includes a GBP3.5 million revolving credit
facility, denominated in sterling, maturing on 30 June 2025.
Since the year-end there have been no significant changes to the
Group's liquidity position. The term loan balances stood at
sterling 10.2 million, US dollar 13.3 million and euro 4.9 million,
totalling GBP27.0 million on 30 June 2023, with undrawn facilities
of GBP1.5 million on the RCF.
As part of the original bank financing in August 2020 the Group
became subject to four bank facility covenant tests. The quarterly
covenants to be tested are:
-- Underlying interest cover;
-- Net debt to underlying EBITDA;
-- Core subsidiary underlying EBITA; and
-- Core subsidiary revenue.
Core subsidiaries are defined as Carclo Technical Plastics Ltd;
Bruntons Aero Products Ltd; Carclo Technical Plastics (Brno) s.r.o;
CTP Carrera Inc and Jacottet Industrie SAS, with CTP Taicang Co.
Ltd and Carclo Technical Plastics Pvt Co Ltd being treated as
non-core for the purposes of these covenants.
Following a more than doubling of the base rate in the first
half of FY22/23, the Group reassessed its forecasts and concluded
there was insufficient headroom available to meet all the agreed
banking covenants in the event of certain downside scenarios taking
place. Breach of any of these covenants could lead to the creditors
calling in their debt, leaving the plc insolvent. As a result, at
the half year, in recognition of a potential covenant breach, the
Group issued a material uncertainty warning over its ability to
continue trading as a going concern.
Since that time the Group has worked with the bank to amend the
covenants and agreed adjustments to the Group's interest cover
covenant for both the December 2022 and March 2023 testing
points.
In December 2022 the Group announced the cancellation of a new
business contract that would materially impact the results for
FY22/23. Further discussions were held with the bank and, following
a review of the Group's 3-year plan up to March 2026, on 22 June
the bank agreed to the Group's request to further amend the
interest cover covenant to June 2025 and to an adjustment to the
net debt to underlying EBITDA covenant to December 2023.
The revised banking covenants and thresholds are assumed to be
in place throughout the going concern assessment period. However,
there remains a material uncertainty over going concern until the
formal documentation is signed, which is expected to be completed
before the publication of the Group's Annual Report and
Accounts.
A schedule of contributions is also in place with the pension
trustees with an agreed GBP3.5 million to be paid annually until 31
October 2039. Additional contributions also agreed of 25% of any
surplus of FY23/24 underlying EBITDA over GBP18 million payable
from 30 June 2024 to 31 May 2025, extending to 26% of any FY24/25
surplus payable from 30 June 2025 to 31 May 2026.
In addition, the pension scheme has the benefit of a fifth
covenant to be tested each year up to and including FY23. The test
requires any shortfall of pension deficit recovery contributions
when measured against Pension Protection Fund priority drift (which
is a measure of the increase in the UK Pension Protection Fund's
potential exposure to the Group's pension scheme liabilities), to
be met by a combination of cash payments to the scheme, plus a
notional (non-cash) proportion of the increase in the underlying
value of the CTP and Aerospace segments based on an EBITDA multiple
for those businesses which is determined annually. This test will
be completed on the 31 March 2023 audited financial statements and
management expect this covenant to be met.
The Group is subject to a number of key risks and uncertainties,
as detailed in the Principal risks and uncertainties section in the
Annual Report and Accounts. Mitigation actions are also considered
in this section. These risks and uncertainties have been considered
in the base case and severe downside sensitivities and have been
modelled accordingly.
The Directors have reviewed cash flow and covenant forecasts to
cover the period, at least twelve-months from the date of signing
the consolidated financial statements, considering the Group's
available debt facilities and the terms of the arrangements with
the Group's bank and the Group pension scheme.
The base case forecast includes assumptions around sales,
margins, working capital and interest rates. The sensitivity
analysis has considered the risks facing the Group and has modelled
the impact of each in turn, as well as considering the impact of
aggregating certain risk types and shows that the Group is able to
operate within its available facilities and meet its agreed
covenants as they arise. Furthermore, the Directors have reviewed
sensitivity testing, modelling a range of severe downside
scenarios. These sensitivities attempt to incorporate identified
risks set out in the Principal risks and uncertainties section of
the Annual Report and Accounts.
Severe downside sensitivities modelled included a range of
scenarios modelling the financial effects of loss of business from:
discrete sites, an overall fall in gross margin of 1% across the
Group, a fall in Group sales of 3% matched by a corresponding fall
in cost of sales of the same amount and interest rate risk.
The Group is not exposed to vulnerable sectors or vulnerable
countries but does have certain key customers, which create risks
and uncertainties. These risks and uncertainties are documented and
the mitigating actions being taken are covered in detail in the
Principal risks and uncertainties section in the Annual Report and
Accounts.
On the basis of this forecast and sensitivity testing, the Board
has determined that it is reasonable to assume that the Group will
continue to operate within the facilities available and will be
able to adhere to the covenant tests to which it is subject
throughout at least the twelve-month period from the date of
signing the financial statements.
Accordingly, these financial statements are prepared on a going
concern basis.
Directors' liability
Neither the Company nor the Directors accept any liability to
any person in relation to this report except to the extent that
such liability could arise under English law. Accordingly, any
liability to a person who has demonstrated reliance on any untrue
or mistaken statement or omission shall be determined in accordance
with section 90(A) of the Financial Services and Markets Act
2000.
Responsibility statement of the Directors in respect of the
annual report
The Directors at the date of this statement confirm that to the
best of their knowledge:
-- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
-- the strategic report includes a fair review of the development and performance of the business and the position
of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
2 Accounting policies
The accounting policies set out in the last published financial
statements for the year to 31 March 2022 have been applied
consistently to all periods presented in this preliminary
statement, unless otherwise stated.
Judgements made by the Directors, in the application of these
accounting policies that have significant effect on the financial
statements and estimates with a significant risk of material
adjustment in the next year are discussed in note 3.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
Group's accounting period beginning on or after 1 April 2022. The
following new standards and amendments to standards are mandatory
and have been adopted for the first time for the financial year
beginning 1 April 2022:
-- IAS 16 Property, Plant and Equipment (Amendment): Proceeds before intended use (effective date 1 January 2022);
-- IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendment): Onerous contracts - Costs of
Fulfilling a Contract (effective date 1 January 2022);
-- IFRS 3 Business Combinations (Amendment): Reference to the Conceptual Framework (effective date 1 January 2022);
and
-- Annual Improvements to IFRSs (2018-2020 cycle) (effective date 1 January 2022)
These standards have not had a material impact on the
consolidated financial statements.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
Group's accounting period beginning on or after 1 April 2023. The
Group has elected not to early adopt these standards which are
described below.
-- IAS 1 Presentation of Financial Statements (Amendment): Classification of liabilities as current or non-current,
deferral of effective date and Exposure Draft: Non-current liabilities with covenants (effective date 1 January
2023, although the IASB has tentatively decided to defer the effective date further to being not before 1 January
2024);
-- IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Material Judgements (Amendment):
Disclosure of accounting policies (effective date 1 January 2023);
-- IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment): Definition of accounting
estimates (effective date 1 January 2023); and
-- IAS 12 Income Taxes: Deferred Tax related to assets and liabilities arising from a single transaction (effective
1 January 2023).
The above are not expected to have a material impact on the
financial statements.
There are no other IFRS or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Group.
3 Accounting estimates and judgements
The preparation of the financial statements in conformity with
IFRS requires management to make judgements, estimates and
assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses.
The estimates and assumptions are based on historical experience
and various other factors that are believed to be reasonable under
the circumstances. These estimates and assumptions form the basis
for making judgements about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of revision and future periods
if the revision affects both current and future periods.
The following are the critical judgements and key sources of
estimation uncertainty that the Directors have made in the process
of applying the Group's accounting policies and that have the most
significant effect on the amounts recognised in the financial
statements. Management has discussed these with the Audit and Risk
Committee. These should be read in conjunction with the significant
accounting policies provided in the Annual Report and Accounts.
Going concern
Note 1 contains information about the preparation of these
financial statements on a going concern basis.
Key judgements --
Management has exercised judgement over the likelihood of the
Group being able to continue to operate within its available
facilities and in accordance with its covenants for at least twelve
months from the date of signing these financial statements. This
determines whether the Group should operate the going concern basis
of preparation for these financial statements.
Impairment of assets
Note 12 contains information about management's estimates of the
recoverable amount of cash generating units and their risk
factors.
Key judgements --
Management has exercised judgement over the underlying
assumptions within the valuation models and has applied judgement
to determine the Group's cash generating units to which goodwill is
allocated and against which impairment testing is performed. These
are key factors in their assessment of whether there is any
impairment in related goodwill or other assets. Goodwill at 31
March 2023 amounts to GBP23.0 million (31 March 2022: GBP22.0
million)
Management have exercised judgement when considering if there
have been indicators of impairment. Where indications exist,
management have estimated recoverable amount as detailed below.
Key sources of estimation uncertainty --
The Group tests whether goodwill has suffered any impairment and
considers whether there is any indication of impairment on an
annual basis. As set out in more detail in notes 12 and 13, the
recoverable amounts may be based on either value-in-use
calculations or fair value less costs of disposal considerations.
The former requires the estimation of future cash flows and the
choice of a discount rate in order to calculate the present value
of the future cash flows, the latter method requires the estimation
of fair value.
Details of the sensitivity of assumptions is included in note
12.
Pension assumptions
Note 16 contains information about management's estimate of the
net liability for defined benefit obligations and their risk
factors. The pension liability at 31 March 2023 amounts to GBP34.5
million (31 March 2022: GBP26.0 million).
Key sources of estimation uncertainty --
The value of the defined benefit pension plan obligation is
determined by long-term actuarial assumptions. These assumptions
include discount rates, inflation rates and mortality rates.
Differences arising from actual experience or future changes in
assumptions will be reflected in the Group's consolidated statement
of comprehensive income. The Group exercises judgement in
determining the assumptions to be adopted after discussion with a
qualified actuary. Details of the key actuarial assumptions used
and of the sensitivity of these assumptions are included within
note 6.
In the prior year, the Scheme introduced a right for members to
Pension Increase Exchange (PIE). Having taken actuarial advice, the
Executive management exercised judgement that, similar to the
Bridging Pension Option adopted in the year to 31 March 2021, 40%
of members would take the PIE option at retirement. There is no
change to either assumption in the current year. Any change in
estimate would be recognised as remeasurement gains/(losses)
through the consolidated statement of comprehensive income.
Lease break options
The Annual Report and Accounts contain information about lease
break options.
Key judgement --
Management has applied judgement when determining the expected
certainty that a break option within a lease will be exercised.
Revenue recognition
As revenue from design and engineering contracts is recognised
over time, the amount of revenue recognised in a reporting period
depends on the extent to which the performance obligations have
been satisfied.
Key judgements --
The revenue recognised on certain contracts in the CTP segment
required management to use judgement to apportion contract revenue
to the design and engineering performance obligations.
Key sources of estimation uncertainty --
Revenue recognised on certain contracts in the CTP segment
required management to estimate the remaining costs to complete the
design and engineering performance obligation in order to determine
the percentage of completion and revenue to recognise in respect of
those performance obligations.
Recognition of deferred tax assets
Information about the deferred tax assets recognised in the
consolidated statement of financial position is included in the
Annual Report and Accounts.
Key judgement --
Management have exercised judgement over the level of future
taxable profits in the UK against which to relieve the Group's
deferred tax assets. On this basis management believe it is no
longer appropriate to recognise deferred tax assets (other than a
GBP0.3 million deferred tax asset which is available to off-set
against a deferred tax liability of GBP0.3 million arising on
historic property revaluations) and at 31 March 2023 UK deferred
tax assets of GBP0.7 million have been derecognised (31 March 2022:
GBP0.7 million recognised).
Classification of exceptional items
Note 6 contains information about items classified as
exceptional.
Key judgements --
Management has exercised judgement over whether items are
exceptional as set out in the Group's accounting policy.
Non-current assets classified as held for sale
Note 14 includes information about non-current assets held for
sale.
Key judgements --
Management has applied judgement in determining whether a sale
is highly probable at 31 March 2023 and as such whether non-current
assets are classified as held for sale at the balance sheet date.
Management have determined that these criteria did not apply to any
non-current assets at 31 March 2023.
4 Segment reporting
The Group is organised into two, separately managed, business
segments -- CTP and Aerospace. These are the segments for which
summarised management information is presented to the Group's chief
operating decision maker (comprising the Main Board and Group
Executive Committee).
The CTP segment supplies value-adding engineered solutions for
the life science, optical and precision component industries. This
business operates internationally in a fast growing and dynamic
market underpinned by rapid technological development.
The Aerospace segment supplies systems to the manufacturing and
aerospace industries.
The Central costs relate to the cost of running the Group, plc
and non-trading companies.
The LED Technologies segment presented as a discontinued
operation in the prior year was a leader in the development of
high-power LED lighting for the premium automotive industry and was
disposed of in the year to 31 March 2020. See note 5.
Transfer pricing between business segments is set on an arm's
length basis. Segmental revenues and results are after the
elimination of transfers between business segments. Those transfers
are eliminated on consolidation.
Analysis by business segment
The segment results for the year ended 31 March 2023 were as
follows --
CTP Aerospace Central Group
(continuing) (continuing) (continuing) total
GBP000 GBP000 GBP000 GBP000
-------------- -------------- --- ------------- ------------- ----------
Consolidated
income
statement
External revenue 136,814 6,631 - 143,445
External expenses (129,493) (5,111) (2,902) (137,506)
Underlying operating
profit / (loss) 7,321 1,520 (2,902) 5,939
Exceptional operating
items (2,752) - (1,958) (4,710)
Operating profit /
(loss) 4,569 1,520 (4,860) 1,229
============== ============= =============
Net finance expense (3,749)
Income tax expense (1,437)
Loss for the period (3,957)
==========
Consolidated
statement of
financial
position
Segment assets 114,231 5,886 2,555 122,672
Segment liabilities (40,000) (1,198) (69,868) (111,066)
Net assets 74,231 4,688 (67,313) 11,606
============== ============= ============= ==========
Other
segmental
information
Capital expenditure on
property, plant and
equipment 5,474 287 49 5,810
Capital expenditure on
computer software 36 - - 36
Capital expenditure on
other intangibles 68 - - 68
Depreciation 7,516 223 76 7,815
Impairment of property,
plant and equipment 783 - - 783
Amortisation of computer
software 43 - 101 144
Amortisation of other
intangibles 67 - - 67
Impairment of intangible
fixed assets 208 - - 208
The segment results for the year ended 31 March 2022 were as
follows --
LED
Technologies
CTP Aerospace Central Total (discontinued Group
(continuing) (continuing) (continuing) (continuing operations) operations) total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------- ------------- ------------- ------------- ------------------------ -------------- ----------
Consolidated
income
statement
External
revenue 123,869 4,707 - 128,576 - 128,576
Expenses (115,476) (4,030) (2,974) (122,480) - (122,480)
Underlying
operating
profit /
(loss) 8,393 677 (2,974) 6,096 - 6,096
Covid-19
related US
government
grant income 2,087 - - 2,087 - 2,087
------------- ------------- ------------- ------------------------ -------------- ----------
Operating
profit /
(loss) before
exceptional
items 10,480 677 (2,974) 8,183 - 8,183
Exceptional
operating
items - - 721 721 - 721
--------------
Operating
profit /
(loss) 10,480 677 (2,253) 8,904 - 8,904
============= ============= =============
Net finance
expense (2,989) - (2,989)
Income tax
expense (809) - (809)
------------------------ --------------
Profit /
(loss) from
operating
activities
after tax 5,106 - 5,106
Profit on
disposal of
discontinued
operations
net of tax - 693 693
Profit for the
period 5,106 693 5,799
======================== ============== ==========
Consolidated
statement of
financial
position
Segment assets 121,119 6,418 661 128,198 - 128,198
Segment
liabilities (40,686) (998) (62,098) (103,782) - (103,782)
Net assets 80,433 5,420 (61,437) 24,416 - 24,416
============= ============= ============= ======================== ============== ==========
Other segmental
information
Capital
expenditure on
property, plant
and equipment 9,529 36 143 9,708 - 9,708
Capital
expenditure on
computer
software 62 - 73 135 - 135
Depreciation 6,533 234 58 6,825 - 6,825
Amortisation of
computer
software 16 - 120 136 - 136
Amortisation of
other
intangibles 67 - - 67 - 67
Analysis by geographical segment
The business operates in three main geographical regions - the
United Kingdom, North America and in lower-cost regions including
the Czech Republic, China and India. The geographical analysis was
as follows:
Net segment (liabilities) / Expenditure on tangible and
External revenue assets intangible fixed assets
------------------- -------------------------------- --------------------------------
FY22/23 FY21/22 FY22/23 FY21/22 FY22/23 FY21/22
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------- --------- -------- --------------- --------------- --------------- ---------------
United Kingdom 14,157 12,632 (40,329 ) (29,367) 1,923 1,651
North America 70,955 65,296 27,909 27,267 3,204 6,918
Rest of world 58,333 50,648 24,026 26,516 787 1,274
143,445 128,576 11,606 24,416 5,914 9,843
========= ======== =============== =============== =============== ===============
The analysis of segment revenue represents revenue from external
customers based upon the location of the customer.
The analysis of segment assets and capital expenditure is based
upon the location of the assets.
The material components of the Central segment assets and
liabilities are retirement benefit obligation net liabilities of
GBP34.493 million (FY21/22: net liabilities of GBP25.979 million),
and net borrowings of GBP31.250 million (FY21/22: GBP36.134
million).
One CTP customer accounted for 28.4% (FY21/22: 37.8%) and
another customer for 10.5% (FY21/22:10.4%) of Group revenues from
continuing operations and similar proportions of trade
receivables.
No other customer accounted for more than 10.0% of revenues from
continuing operations in the year.
Deferred tax assets by geographical location are as follows:
United Kingdom GBP0.283 million (FY21/22: GBP0.952 million), North
America GBP0.800 million (FY21/22: GBP0.288 million), rest of world
GBP0.102 million (FY21/22: GBP0.163 million).
Total non-current assets by geographical location are as
follows, United Kingdom GBP22.569 million (FY21/22: GBP24.159
million), North America GBP28.839 million (FY21/22: GBP28.142
million), rest of world GBP18.561 million (FY21/22: GBP18.895
million).
5 Discontinued operation
There were no new discontinued operations in the twelve months
ended 31 March 2023 or in the prior year comparative. Prior year
proceeds were in respect to amounts received from the
administrators of Wipac Ltd which was part of the former LED
Technologies segment, classified as discontinued in the year to 31
March 2020. Management does not expect to receive any further
proceeds from the administrators of Wipac Ltd.
6 Exceptional items
FY22/23 FY21/22
GBP000 GBP000
------------------------------------------------------------ -------- --------
Continuing operations
Rationalisation costs (3,404) (133)
Costs arising from cancellation of future supply agreement (877) -
Doubtful debt and related inventory provision (896) -
Costs in respect of legacy claims (302) -
Credit arising on the disposal of surplus properties 769 -
Past service credit in respect of retirement benefits - 854
(4,710) 721
Discontinued operations
Profit on disposal of discontinued operations - 693
- 693
(4,710) 1,414
======== ========
Rationalisation costs from continuing operations during the
period relate to the restructuring and refinancing of the Group.
These include GBP1.4 million employee and other related costs in
respect to restructuring of the Central and CTP divisions, GBP1.0
million impairment costs relating to manufacturing footprint
rationalisation (inventory GBP0.4 million, fixed assets GBP0.3
million, intangible assets GBP0.2 million and an onerous lease
provision GBP0.2 million), GBP0.7 million legal and professional
costs relating to refinancing and GBP0.2 million exceptional
pension scheme administration costs incurred to ensure successful
refinancing with the Group's principal bank and Group pension
scheme. Prior year costs were GBP0.2 million exceptional pension
scheme administration costs, GBP0.1 million consultant fees and a
GBP0.1million credit being the release of accruals in respect to
legal and professional costs.
On 30 May 2023, the Group signed a full and final settlement
agreement with a leading global OEM customer. Due to a contraction
in the end-market demand for COVID testing, they would not be
proceeding into the production phase of the project, see note 19.
Receiving notice in December 2022 was deemed by management to be an
event that might be an indicator of impairment at 31 March 2023. An
impairment review was undertaken, with final settlement providing
evidence that impairment existed. As a result, the Group has
recognised a GBP0.9 million impairment for: a GBP0.3 million
inventory provision, GBP0.5 million fixed asset impairment and
GBP0.1 million other costs in the income statement in the year to
31 March 2023. The Group expects to recognise an exceptional gain
in the income statement to 31 March 2024 of approximately GBP0.6
million.
In March 2023, a customer of the CTP division, in the USA,
provided notice that it would be ceasing to operate. GBP0.6 million
provision has been made for the debt outstanding at year end less
any amounts expected to be recovered through credit insurance, and
a GBP0.3 million provision for inventory purchased specifically for
that customer.
A provision has been recognised in the current year for GBP0.3
million (2022: GBPnil), in respect to health-related legacy
claims.
The credit arising on the disposal of surplus properties in the
year is the profit arising on the sale and leaseback arrangement of
the CTP manufacturing site at Tucson, Arizona, USA, see note
14.
The gain in respect to retirement benefits in the prior year is
a past service credit for the impact of introducing a Pension
Increase Exchange option to members. See note 16 for more
information.
The prior period profit on disposal of discontinued operations
of GBP0.7 million was proceeds received in that year from the
administrators of Wipac Limited. See note 5.
7 Government support for Covid-19
In April 2020, the Group received a loan under the Paycheck
Protection Program, underwritten by the US government in support of
Covid-19 for $2.9 million. On 5 May 2021, notice of forgiveness of
the loan was received from the Small Business Administration,
resulting in its conversion from a loan to a grant and therefore
its release to the consolidated income statement.
The credit recognised in respect to the Covid-19 related
government grant was presented separately on the face of the
consolidated income statement for the year ended 31 March 2022 for
clarity.
8 Net Finance expense
FY22/23 FY21/22
GBP000 GBP000
---------------------------------------------------------------- -------- --------
The expense recognised in the consolidated income statement comprises:
Interest receivable on cash and cash deposits 218 77
Interest payable on bank loans and overdrafts (2,569) (1,794)
Lease interest (674) (527)
Other interest (59) (18)
Interest on the net defined benefit pension liability (665) (727)
Finance expense (3,749) (2,989)
-------- --------
9 Income tax expense
The expense recognised in the consolidated income statement comprises-
FY22/23 FY21/22
GBP000 GBP000
-------------------------------------------------------------------------- -------- --------
United Kingdom corporation tax
Adjustments for prior years (18) (14)
Overseas taxation:
Current tax (1,462) (1,266)
Adjustments for prior years 110 (190)
Total current tax net expense (1,370) (1,470)
======== ========
Deferred tax expense
Origination and reversal of temporary differences:
Deferred tax (20) 629
Adjustments for prior years 17 32
Rate Change (64) -
-------- --------
Total deferred tax (charge) / credit
======== ========
(67) 661
======== ========
Total income tax expense recognised in the consolidated income statement (1,437) (809)
======== ========
Reconciliation of tax expense for the year --
The Group has reported an effective tax rate for the period of
(57.0%) which is significantly below the standard rate of UK
corporation tax of 19%. The differences are explained as follows
--
FY22/23 FY21/22
GBP000 % GBP000 %
------------------------------------------------------------------------- -------- -------- ------- --------
(Loss) / Profit before tax (2,520) 6,608
-------- -------
Income tax using standard rate of UK corporation tax of 19% (FY21/22:
19%) (479) 19.0 1,256 19.0
Expenses not deductible for tax purposes 128 (5.1) 267 4.0
R&D tax relief - - (22) (0.3)
Income not taxable (125) 5.0 (603) (9.1)
Adjustments in respect of overseas tax rates 155 (6.2) 273 4.1
Derecognition / (Recognition) of deferred tax asset previously
recognised / unrecognised 669 (26.5) (657) (9.9)
Unprovided deferred tax movement 982 (39.0) (412) (6.2)
Adjustment to current tax in respect of prior periods (UK and overseas) (92) 3.7 204 3.1
Adjustments to deferred tax in respect of prior periods (UK and
overseas) (17) (0.7) (32) (0.5)
Foreign taxes expensed in the UK 210 (8.3) 535 8.1
Rate change on deferred tax 64 (2.5) - -
Foreign exchange currency loss (58) 2.3 - -
Total income tax expense 1,437 (57.0) 809 12.2
======== ======== ======= ========
Tax on items charged outside of the consolidated income
statement --
FY22/23 FY21/22
GBP000 GBP000
-------------------------------------------------------- -------- --------
Recognised in other comprehensive income:
Foreign exchange movements 190 127
Total income tax charged to other comprehensive income 190 127
======== ========
10 (Loss) / earnings per share
The calculation of basic earnings per share is based on the
(loss) / profit attributable to equity holders of the parent
company divided by the weighted average number of ordinary shares
outstanding during the year.
The calculation of diluted earnings per share is based on the
(loss) / profit attributable to equity holders of the parent
company divided by the weighted average number of ordinary shares
outstanding during the year (adjusted for dilutive options).
The following details the result and average number of shares
used in calculating the basic and diluted earnings per share --
FY22/23 FY21/22
GBP000 GBP000
---------------------------------------------------------------------------------- -------- --------
(Loss) / profit after tax but before profit on discontinued operations (3,957) 5,106
(Loss) / profit attributable to non-controlling interests - -
(Loss) / profit attributable to ordinary shareholders from continuing operations (3,957) 5,106
Profit on discontinued operations, net of tax - 693
(Loss) / profit after tax, attributable to equity holders of the parent (3,957) 5,799
======== ========
FY22/23 FY21/22
Shares Shares
------------------------------------------------------------------ ----------- -----------
Weighted average number of ordinary shares in the year 73,419,193 73,419,193
Effect of share options in issue 15,974 324,977
Weighted average number of ordinary shares (diluted) in the year 73,435,167 73,744,170
=========== ===========
None of the awards outstanding under the performance share plan
are expected to vest at 31 March 2023. As these potential ordinary
shares are anti-dilutive at 31 March 2023, they have not been
included in the calculation of dilutive earnings per share.
In addition to the above, the Company also calculates an
earnings per share based on underlying profit as the Board believes
this provides a more useful comparison of business trends and
performance. Underlying profit is defined as profit before
impairments, rationalisation costs, one-off retirement benefit
effects, exceptional bad debts, business closure costs, litigation
costs, other separately disclosed one-off items and the impact of
property and business disposals, net of attributable taxes.
The following table reconciles the Group's (loss) / profit to
underlying profit used in the numerator in calculating underlying
earnings per share:
FY22/23 FY21/22
GBP000 GBP000
--------------------------------------------------------------------------------------------- -------- --------
(Loss) / profit after tax, attributable to equity holders of the parent (3,957) 5,799
Continuing operations:
Exceptional -- rationalisation and restructuring costs, net of tax 3,070 133
Exceptional -- Costs arising from cancellation of future supply agreement, net of tax 752 -
Exceptional -- Doubtful debt and related inventory provision, net of tax 673 -
Exceptional -- Costs in respect to legacy claims, net of tax 302 -
Exceptional -- Credit arising on the disposal of surplus properties, net of tax (578) -
Exceptional -- gain in respect of retirement benefits, net of tax - (854)
Covid-19-related US government grant income, net of tax - (2,087)
Discontinued operations:
Exceptional -- Gain on disposal of discontinued operations, net of tax - (693)
Underlying profit attributable to equity holders of the parent 262 2,298
Covid-19-related US government grant income, net of tax - 2,087
Profit after tax but before exceptional items, attributable to equity holders of the parent 262 4,385
======== ========
Underlying operating profit -- continuing operations 5,939 6,096
Finance revenue -- continuing operations 218 77
Finance expense -- continuing operations (3,967) (3,066)
Income tax expense -- continuing operations (1,928) (809)
Underlying profit attributable to equity holders of the parent -- continuing operations 262 2,298
Covid-19-related US government grant income, net of tax - 2,087
-------- --------
Profit after tax but before exceptional items -- continuing operations 262 4,385
======== ========
The following table summarises the earnings per share figures
based on the above data --
FY22/23 FY21/22
Pence Pence
----------------------------------------------------------------------------------- -------- --------
Basic (loss) / earnings per share -- continuing operations (5.4) 7.0
Basic (loss) / earnings per share -- discontinued operations - 0.9
Basic (loss) /earnings per share (5.4) 7.9
======== ========
Diluted (loss) / earnings per share -- continuing operations (5.4) 6.9
Diluted (loss) / earnings per share -- discontinued operations - 0.9
Diluted (loss) / earnings per share (5.4) 7.9
======== ========
Underlying earnings per share -- basic -- continuing operations 0.4 3.1
Underlying earnings per share -- basic -- discontinued operations - -
Underlying earnings per share -- basic 0.4 3.1
======== ========
Underlying earnings per share -- diluted -- continuing operations 0.4 3.1
Underlying earnings per share -- diluted -- discontinued operations - -
-------- --------
Underlying earnings per share -- diluted 0.4 3.1
======== ========
Earnings per share before exceptional items -- basic -- continuing operations 0.4 6.0
Earnings per share before exceptional items -- basic -- discontinued operations - -
-------- --------
Earnings per share before exceptional items -- basic 0.4 6.0
======== ========
Earnings per share before exceptional items -- diluted -- continuing operations 0.4 6.0
Earnings per share before exceptional items -- diluted -- discontinued operations - -
-------- --------
Earnings per share before exceptional items -- diluted 0.4 6.0
======== ========
11 Dividends paid and proposed
The Directors are not proposing a final dividend for the year
ended 31 March 2023 (31 March 2022: GBPnil). Under the terms of the
amended and restated bank facilities agreement, the Group is not
permitted to make a dividend payment to shareholders up to the
period ending June 2025.
12 Intangible assets
Patents and Customer-
development related Computer
Goodwill costs intangibles Software Total
GBP'000 GBP'000 GBP000 GBP000 GBP000
----------------------------------------- --------- ------------ ------------ --------- -------
Cost
Balance at 31 March 2021 22,408 16,734 527 1,741 41,410
Additions - - - 135 135
Effect of movements in foreign exchange 686 - 26 23 735
Balance at 31 March 2022 23,094 16,734 553 1,899 42,280
Additions - 68 - 36 104
Disposals - - - (14) (14)
Effect of movements in foreign exchange 1,005 - 35 31 1,071
Balance at 31 March 2023 24,099 16,802 588 1,952 43,441
========= ============ ============ ========= =======
Amortisation
Balance at 31 March 2021 1,343 16,734 235 1,250 19,562
Amortisation for the year - - 67 136 203
Effect of movements in foreign exchange (213) - - 14 (199)
Balance at 31 March 2022 1,130 16,734 302 1,400 19,566
Amortisation for the year - 6 61 144 211
Impairment - - 208 - 208
Effect of movements in foreign exchange (41) - 17 17 (7)
Balance at 31 March 2023 1,089 16,740 588 1,561 19,978
========= ============ ============ ========= =======
Carrying amounts
At 1 April 2021 21,065 - 292 491 21,848
At 31 March 2022 21,964 - 251 499 22,714
--------- ------------ ------------ --------- -------
At 31 March 2023 23,010 62 - 391 23,463
========= ============ ============ ========= =======
The Group has incurred research and development costs of GBP0.2
million (FY21/22: GBP0.2 million) which have been included within
operating expenses in the consolidated income statement.
The decision by the Directors of the Group to proceed with a
plan of rationalisation of the USA manufacturing footprint led to
an impairment review of certain of the site assets. A
customer-related intangible asset which was recognised on
acquisition of one of the USA sites was reviewed as part of this
exercise, and as the Group now has minimal trading with the
customers to which it related, the carrying amount has been fully
impaired and recognised as an exceptional item, see note 6.
Impairment tests for cash generating units containing
goodwill
Goodwill acquired in a business combination is allocated at
acquisition to the cash generating units ("CGUs") that are expected
to benefit from that business combination. The carrying amount of
goodwill is allocated to the Group's principal CGUs, being the
operating segments described in the operating segment descriptions
in note 4.
The carrying value of goodwill at 31 March 2023 and 31 March
2022 is allocated wholly to the CTP cash generating unit as
follows:
FY22/23 FY21/22
GBP000 GBP000
----- -------- --------
CTP 23,010 21,964
----- -------- --------
At 31 March 2023, the recoverable amount of the CTP cash
generating unit was determined on a calculation of value in use,
being the higher of that and fair value less costs of disposal
"FVLCD". The results of each produced the same answer, that there
is no impairment of goodwill.
The value in use calculations use cash flow projections based
upon financial budgets approved by management covering a three-year
period. Cash flows beyond the three-year period are extrapolated
using estimated growth rates of between 2.0% and 4.1% (FY21/22:
2.3% and 4.2%) depending upon the market served.
The cash flows were discounted at pre-tax rates in the range
9.3% - 10.4% (FY21/22: 6.1% - 8.7%). These rates are calculated and
reviewed annually and are based on the Group's weighted average
cost of capital. Changes in income and expenditure are based on
expectations of future changes in the market. Sensitivity testing
of the recoverable amount to reasonably possible changes in key
assumptions has been performed, including changes in the discount
rate and changes in forecast cash flows.
All other assumptions unchanged, a 5.5% (FY21/22: 6.6%) increase
in the discount rate increasing the range to 14.8% - 15.9%
(FY21/22: 12.7% - 15.3%), or a 28.8% (FY21/22: 45.0%) decrease in
underlying EBIT would reduce the headroom on the CTP CGU to GBPnil.
Should the discount rate increase further than this or the
profitability decrease further, then an impairment of the goodwill
would be likely.
13 Property, plant and equipment
Land and Plant and
buildings equipment Total
GBP000 GBP000 GBP000
------------------------------------------ ---------- ---------- --------
Cost
Balance at 31 March 2021 36,446 67,659 104,105
Additions 5,792 3,916 9,708
Disposals (3) (1,087) (1,090)
Reclassification to assets held for sale (608) - (608)
Effect of movements in foreign exchange 1,296 1,639 2,935
Balance at 31 March 2022 42,923 72,127 115,050
Additions 1,662 4,148 5,810
Disposals - (1,483) (1,483)
Reclassification to assets held for sale (153) - (153)
Effect of movements in foreign exchange 1,709 1,840 3,549
Balance at 31 March 2023 46,141 76,632 122,773
========== ========== ========
Depreciation and impairment losses
Balance at 31 March 2021 12,848 48,039 60,887
Depreciation charge for the year 3,338 3,487 6,825
Disposals (2) (1,068) (1,070)
Reclassification to assets held for sale (342) - (342)
Effect of movements in foreign exchange 621 1,165 1,786
Balance at 31 March 2022 16,463 51,623 68,086
Depreciation charge for the year 3,596 4,219 7,815
Disposals - (999) (999)
Reclassification to assets held for sale (89) - (89)
Impairment - 783 783
Effect of movements in foreign exchange 704 1,152 1,856
Balance at 31 March 2023 20,674 56,778 77,452
========== ========== ========
Carrying amounts
At 1 April 2021 23,598 19,620 43,218
At 31 March 2022 26,460 20,504 46,964
At 31 March 2023 25,467 19,854 45,321
At 31 March 2023, properties with a carrying amount of GBP2.6
million were subject to a registered charge in favour of the Group
pension scheme (FY21/22: GBP2.7 million) capped at GBP5.1
million.
Property, plant and equipment includes right-of-use assets.
A further GBP0.1 million net carrying value was reclassified
from land and buildings to assets held for sale as set out in note
14 (FY21/22: GBP0.3 million).
Receiving notice from a leading global OEM CTP customer in
December 2022 that they would not be proceeding into the production
phase of a project was deemed by management to be an event that
might be an indicator of impairment at 31 March 2023. An impairment
review was undertaken, with final settlement providing evidence
that impairment existed. The Directors have undertaken an exercise
to determine the recoverable amount of assets that were earmarked
for use on this project where recoverable amount is the higher of
value in use and fair value less costs of disposal. Whilst the
significant proportion of fixed assets at 31 March 2023 will be
repurposed within the business, there are a number of machines
which management have decided to sell. As a result, an impairment
charge of GBP0.485 million has been recognised in the year ended 31
March 2023 and has been disclosed as an exceptional item in the
consolidated income statement, see note 6, being the difference
between NBV at year end and fair value less costs of disposal.
The decision by the Directors of the Group to proceed with a
plan of rationalisation of the CTP USA manufacturing footprint, led
to an impairment review of the site's assets. Whilst a number of
the assets will be repurposed within the Group and are supported by
the value in use calculations of the CTP division, there are a
number of assets that have been identified that will be disposed
of. These assets have been impaired to fair value less costs to
dispose, resulting in an impairment charge of GBP0.299 million,
recognised as an exceptional item, see note 6.
Refer to note 12 for details of cash flows and assumptions used
in value in use calculations.
14 Non-current assets classified as held for sale
FY22/23 FY21/22
GBP000 GBP000
--------------------------------------------- -------- --------
Land and buildings held for sale at 1 April 266 -
Additions 64 266
Effect of movements in foreign exchange 30 -
Disposals (360) -
Net assets held for sale at 31 March - 266
======== ========
On 11 July 2022, the Group finalised a sale and leaseback
arrangement of a CTP manufacturing site at Tucson, Arizona, USA for
agreed consideration of $2.95 million less costs of $0.155 million
(GBP2.351 million net). A lease term of eight years and four months
was agreed and grants the Group the right to cancel any time after
1 October 2025, provided twelve months' notice is given. At 31
March 2023 there is no reasonable certainty that the Group will
exercise the break clause.
The total net book value of the property amounted to GBP0.7
million at the date of disposal, however only the proportion
relating to the disposed useful economic life was classified as
held for sale (GBP0.4 million) prior to disposal. The balance of
GBP0.4 million that relates to the right of use asset remained in
owned property, plant and equipment until completion, when it was
transferred into right-of-use assets. The profit on the portion
relating to the disposed useful economic life amounted to GBP0.8
million and has been classified as exceptional income in the
consolidated income statement.
15 Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising
from financing activities:
Government
Covid-19 Revolving
support credit Lease
Term loan loan facility liabilities Other loans Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------------------ ---------- ----------- ---------- ------------- ------------ --------
Balance at 31 March 2021 31,812 2,104 2,000 7,055 110 43,081
Changes from financing cashflows
Drawings on new facilities - - 1,500 - 75 1,575
Repayment of borrowings (2,218) - - (3,195) (64) (5,477)
------------------------------------------ ---------- ----------- ---------- ------------- ------------ --------
(2,218) - 1,500 (3,195) 11 (3,902)
Effect of changes in foreign exchange
rates 440 (17) - 192 1 616
Liability-related other charges
Drawings on new facilities - - - 6,818 - 6,818
Conversion of loan to a grant - (2,087) - - - (2,087)
Interest expense 226 - - - - 226
------------------------------------------ ---------- ----------- ---------- ------------- ------------ --------
226 (2,087) - 6,818 - 4,957
Equity-related other changes - - - - - -
------------------------------------------ ---------- ----------- ---------- ------------- ------------ --------
Balance at 31 March 2022 30,260 - 3,500 10,870 122 44,752
Changes from financing cashflows
Drawings on new facilities - - - - 359 359
Transaction costs associated with the
issue of debt (500) - - - - (500)
Repayment of borrowings (1,800) - - (4,328) (102) (6,230)
------------------------------------------ ---------- ----------- ---------- ------------- ------------ --------
(2,300) - - (4,328) 257 (6,371)
Effect of changes in foreign exchange
rates 818 - - 373 15 1,206
Liability-related other changes
Drawings on new facilities - - - 4,955 - 4,955
Interest expense- presented within
exceptional items 69 - - - - 69
Interest expense -- presented within
finance expense 103 - - - - 103
------------------------------------------ ---------- ----------- ---------- ------------- ------------ --------
172 - - 4,955 - 5,127
Equity-related other changes - - - - - -
------------------------------------------ ---------- ----------- ---------- ------------- ------------ --------
Balance at 31 March 2023 28,950 - 3,500 11,870 394 44,714
========================================== ========== =========== ========== ============= ============ ========
16 Retirement benefit obligations
The Group operates a defined benefit UK pension scheme which
provides pensions based on service and final pay. Outside of the
UK, retirement benefits are determined according to local practice
and funded accordingly.
In the UK, Carclo plc sponsors the Carclo Group Pension Scheme
(the "Scheme"), a funded defined benefit pension scheme which
provides defined benefits for some of its members. This is a
legally separate, trustee-administered fund holding the Scheme's
assets to meet long-term pension liabilities for some 2,561 current
and past employees as at 31 March 2023.
The trustees of the Scheme are required to act in the best
interest of the Scheme's beneficiaries. The appointment of the
trustees is determined by the Scheme's trust documentation. It is
policy that one-third of all trustees should be nominated by the
members. The trustees currently comprise two Company-nominated
trustees (of which one is an independent professional trustee, and
one is the independent professional Chairperson) as well as two
member-nominated trustees. The trustees are also responsible for
the investment of the Scheme's assets.
The Scheme provides pensions and lump sums to members on
retirement and to their dependants on death. The level of
retirement benefit is principally based on final pensionable salary
prior to leaving active service and is linked to changes in
inflation up to retirement. The defined benefit section is closed
to new entrants who now have the option of entering the defined
contribution section of the Scheme, and the Group has elected to
cease future accrual for existing members of the defined benefit
section such that members who have not yet retired are entitled to
a deferred pension.
The Company currently pays contributions to the Scheme as
determined by regular actuarial valuations. The trustees are
required to use prudent assumptions to value the liabilities and
costs of the Scheme whereas the accounting assumptions must be best
estimates.
The Scheme is subject to the funding legislation, which came
into force on 30 December 2005, outlined in the Pensions Act 2004.
This, together with documents issued by the Pensions Regulator and
Guidance Notes adopted by the Financial Reporting Council, set out
the framework for funding defined benefit occupational pension
plans in the UK.
A full actuarial valuation was carried out as at 31 March 2021
in accordance with the scheme funding requirements of the Pensions
Act 2004. The funding of the Scheme is agreed between the Group and
the trustees in line with those requirements. These, in particular,
require the surplus or deficit to be calculated using prudent, as
opposed to best estimate, actuarial assumptions. The 31 March 2021
actuarial valuation showed a deficit of GBP82.8 million. Under the
recovery plan agreed with the trustees following the 2021
valuation, the Group agreed that it would aim to eliminate the
deficit, over a period of 18 years and 7 months starting from the
valuation date and continuing until 31 October 2039, by the payment
of annual contributions combined with the assumed asset returns in
excess of gilt yields. Contributions paid in respect of the year to
31 March 2022 amounted to GBP3.9 million, GBP3.85 million in
respect of the year to 31 March 2023 and are agreed as GBP3.5
million annually thereafter, plus additional contributions of 25%
of any surplus of FY23/24 underlying EBITDA over GBP18.0 million
payable from 30 June 2024 to 31 May 2025, extending to 26% of any
FY24/25 surplus payable from 30 June 2025 to 31 May 2026. These
contributions include an allowance in respect of the expenses of
running the Scheme and the Pension Protection Fund ("PPF") levy of
GBP1.2 million in the year to 31 March 2022, GBP0.85 million in
years ending 31 March 2023, 2024 and 2025 and GBP0.6 million in the
year to 31 March 2026 and beyond.
At each triennial valuation, the schedule of contributions is
reviewed and reconsidered between the employer and the trustees;
the next review being no later than by 31 July 2025 after the
results of the 31 March 2024 triennial valuation are known.
On 14 August 2020 additional security was granted by certain
Group companies to the Scheme trustees such that at 31 March 2023
the gross value of the assets secured, which includes applicable
intra-group balances, goodwill and investments in subsidiaries at
net book value in the relevant component companies' accounts, but
which eliminate in the Group upon consolidation, amounted to
GBP251.5 million (31 March 2022: GBP248.2 million). Excluding the
assets which eliminate in the Group upon consolidation the value of
the security was GBP38.0 million (31 March 2022: GBP36.3
million).
For the purposes of IAS 19, the results of the actuarial
valuation as at 31 March 2021, which was carried out by a qualified
independent actuary, have been updated on an approximate basis to
31 March 2023. There have been no changes in the valuation
methodology adopted for this period's disclosures compared to the
previous period's disclosures.
The Scheme exposes the Group to actuarial risks and the key
risks are set out in the table below. In each instance these risks
would detrimentally impact the Group's statement of financial
position and may give rise to increased interest costs in the Group
income statement. The trustees could require higher cash
contributions or additional security from the Group.
The trustees manage governance and operational risks through a
number of internal controls policies, including a risk register and
integrated risk management.
Risk Description Mitigation
----------------------------------------------
Investment risk Weaker than expected investment returns result The trustees continually monitor investment
in a worsening in the Scheme's funding position. risk and performance and have established an
investment
sub-committee which includes a Group
representative, meets regularly and is
advised by professional
investment advisors. A number of the
investment managers operate tactical
investment management
of the plan assets.
The Scheme currently invests approximately
69% of its asset value in liability-driven
investments,
28% in a portfolio of diversified growth
funds and 3% in cash and liquidity funds. The
objective
of the growth portfolio is that in
combination, the matching credit,
liability-driven investments
and cash components generate sufficient
return to meet the overall portfolio return
objective.
------------------------------------------------- ----------------------------------------------
Interest rate risk A decrease in corporate bond yields increases The trustees' investment strategy includes
the present value of the IAS 19 defined benefit investing in liability-driven investments and
obligations. bonds
whose values increase with decreases in
A decrease in gilt yields results in a worsening interest rates.
in the Scheme's funding position.
Approximately 105% of the Scheme's funded
liabilities are currently hedged against
interest
rates using liability-driven investments.
It should be noted that the Scheme hedges
interest rate risk on a statutory and
long-term
funding basis (gilts) whereas AA corporate
bonds are implicit in the IAS 19 discount
rate
and so there is some mismatching risk to the
Group should yields on gilts and corporate
bonds
diverge.
------------------- ------------------------------------------------- ----------------------------------------------
Inflation risk An increase in inflation results in higher The trustees' investment strategy includes
benefit increases for members which in turn investing in liability-driven investments
increases which
the Scheme's liabilities. will move with inflation expectations with
approximately 110% of the Scheme's
inflation-linked
liabilities being hedged on a funded basis.
The growth assets held are expected to
provide
protection over inflation in the long term.
------------------- ------------------------------------------------- ----------------------------------------------
Mortality risk An increase in life expectancy leads to benefits The trustees' actuary provides regular
being payable for a longer period which results updates on mortality, based on scheme
in an increase in the Scheme's liabilities. experience, and
the assumption continues to be reviewed.
------------------- ------------------------------------------------- ----------------------------------------------
The amounts recognised in the statement of financial position in
respect of the defined benefit scheme were as follows:
FY22/23 FY21/22
GBP000 GBP000
------------------------------------------------------ ---------- ----------
Present value of funded obligations (134,091) (181,759)
Fair value of scheme assets 99,598 155,780
Recognised liability for defined benefit obligations (34,493) (25,979)
========== ==========
The present value of Scheme liabilities is measured by
discounting the best estimate of future cash flows to be paid out
of the Scheme using the projected unit credit method. The value
calculated in this way is reflected in the net liability in the
statement of financial position as shown above.
The projected unit credit method is an accrued benefits
valuation method in which allowance is made for projected earnings
increases. The accumulated benefit obligation is an alternative
actuarial measure of the Scheme's liabilities whose calculation
differs from that under the projected unit credit method in that it
includes no assumption for future earnings increases. In this case,
as the Scheme is closed to future accrual, the accumulated benefit
obligation is equal to the valuation using the projected unit
credit method.
All actuarial remeasurement gains and losses will be recognised
in the year in which they occur in other comprehensive income.
The cumulative remeasurement net loss reported in the statement
of comprehensive income since 1 April 2004 is GBP51.433
million.
IFRIC 14 has no effect on the figures disclosed because the
Company has an unconditional right to a refund under the resulting
trust principle.
Movements in the net liability for defined benefit obligations
recognised in the consolidated statement of financial position:
FY22/23 FY21/22
GBP000 GBP000
------------------------------------------------------------------------- --------- ---------
Net liability for defined benefit obligations at the start of the year (25,979) (37,275)
Contributions paid 4,142 3,900
Net expense recognised in the consolidated income statement (see below) (2,079) (1,084)
Remeasurement (losses) / gains recognised in other comprehensive income (10,577) 8,480
Net liability for defined benefit obligations at the end of the year (34,493) (25,979)
========= =========
Movements in the present value of defined benefit
obligations:
FY22/23 FY21/22
GBP000 GBP000
----------------------------------------------------------- --------- ---------
Defined benefit obligation at the start of the year 181,759 204,654
Interest expense 4,750 3,986
Actuarial loss due to scheme experience 4,897 -
Actuarial gains due to changes in demographic assumptions (7,539) (1,767)
Actuarial gains due to changes in financial assumptions (38,032) (13,476)
Benefits paid (11,744) (10,784)
Past service credit (see note 6) - (854)
Defined benefit obligation at the end of the year 134,091 181,759
========= =========
There have been no plan amendments, curtailments, or settlements
during the period.
In the prior year, the scheme introduced a Pension Increase
Exchange ("PIE"). A Deed of Amendment, signed 16 March 2022,
created the right for deferred members to take PIE at retirement.
It also created the right for members to receive PIE on terms such
that 20% of the PIE value is retained within the Scheme. Based upon
the assumption that 40% of members will opt for PIE at retirement,
this resulted in a reduction in the value of accrued liabilities
and as a result a past service credit was recognised in the income
statement of GBP0.9 million in that year, presented within
exceptional items.
The English High Court ruling in Lloyds Banking Group Pension
Trustees Limited v Lloyds Bank plc and others was published on 26
October 2018, and held that UK pension schemes with Guaranteed
Minimum Pensions ("GMPs") accrued from 17 May 1990 must equalise
for the different effects of these GMPs between men and women. The
case also gave some guidance on related matters, including the
methods for equalisation.
The trustees of the plan will need to obtain legal advice
covering the impact of the ruling on the plan, before deciding with
the employer on the method to adopt. The legal advice will need to
consider (amongst other things) the appropriate GMP equalisation
solution, whether there should be a time limit on the obligation to
make back-payments to members (the "look-back" period) and the
treatment of former members (members who have died without a spouse
and members who have transferred out for example).
In the year to 31 March 2020 the trustees commissioned
scheme-specific calculations to determine the likely impact of the
ruling on the Scheme. An allowance for the impact of GMP
equalisation was included within the accounting figures for that
year, increasing liabilities by 1.68%, thereby resulting past
service cost of GBP3.6 million was recognised in the income
statement at that time. The Scheme has not yet implemented GMP
equalisation and therefore the allowance made in 2019 has been
maintained for accounting disclosures.
On 20 November 2020, the High Court issued a supplementary
ruling in the Lloyds Bank GMP equalisation case with respect to
members that have transferred out of their scheme prior to the
ruling. The results mean that trustees are obliged to make top-up
payments that reflect equalisation benefits and to make top-up
payments where this was not the case in the past. Also, a defined
benefit scheme that received a transfer is concurrently obliged to
provide equalised benefits in respect to the transfer payments and,
finally, there were no exclusions on the grounds of discharge
forms, CETV legislation, forfeiture provisions or the Limitation
Act 1980.
The impact of this ruling was estimated to cost GBP0.2 million
(approximately 0.1% of liabilities). This additional service cost
was recognised through the income statement as a past service cost
in the year ending 31 March 2021 and was presented within
exceptional items and therefore the impact of the ruling is allowed
for in the figures presented at 31 March 2023.
The Scheme's liabilities are split between active, deferred and
pensioner members at 31 March as follows:
FY22/23 FY21/22
% %
-------- --------
Active - -
Deferred 29 35
Pensioners 71 65
100 100
======== ========
Movements in the fair value of Scheme assets:
FY22/23 FY21/22
GBP000 GBP000
------------------------------------------------------ --------- ---------
Fair value of Scheme assets at the start of the year 155,780 167,379
Interest income 4,085 3,259
Loss on Scheme assets excluding interest income (51,251) (6,763)
Contributions by employer 4,142 3,900
Benefits paid (11,744) (10,784)
Expenses paid (1,414) (1,211)
Fair value of Scheme assets at the end of the year 99,598 155,780
========= =========
Actual loss on Scheme assets (47,166) (3,504)
========= =========
The fair value of Scheme asset investments was as follows:
FY22/23 FY21/22
GBP000 GBP000
--------------------------------------------- -------- --------
Diversified growth funds 28,463 65,234
Bonds and liability-driven investment funds 68,365 87,931
Cash and liquidity funds 2,770 2,615
Total assets 99,598 155,780
======== ========
None of the fair values of the assets shown above include any of
the Group's own financial instruments or any property occupied, or
other assets used by the Group.
All of the Scheme assets have a quoted market price in an active
market with the exception of the trustees' bank account
balance.
Diversified growth funds are pooled funds invested across a
diversified range of assets with the aim of giving long-term
investment growth with lower short-term volatility than
equities.
It is the policy of the trustees and the Group to review the
investment strategy at the time of each funding valuation. The
trustees' investment objectives and the processes undertaken to
measure and manage the risks inherent in the Scheme are set out in
the Statement of Investment Principles.
A proportion of the Scheme's assets is invested in the BMO LDI
Nominal Dynamic LDI Fund and in the BMO LDI Real Dynamic LDI Fund
which provides a degree of asset liability matching.
The net expense / (gain) recognised in the consolidated income
statement was as follows:
FY22/23 FY21/22
GBP000 GBP000
--------------------------------------------------- -------- --------
Past service credit - (854)
Net interest on the net defined benefit liability 665 727
Scheme administration expenses 1,414 1,211
2,079 1,084
======== ========
The net expense / (gain) is recognised in the following line
items in the consolidated income statement:
FY22/23 FY21/22
GBP000 GBP000
---------------------------------------------------------------------------------------- -------- --------
Charged to operating profit 1,242 1,000
Charged / (credited) to exceptional items 172 (643)
Other finance revenue and expense -- net interest on the net defined benefit liability 665 727
2,079 1,084
======== ========
The principal actuarial assumptions at the balance sheet date
(expressed as weighted averages) were:
FY22/23 FY21/22
--------------------------------------------------------------------------------------- -------- --------
Discount rate at 31 March 4.90% 2.70%
Future salary increases N/A N/A
Inflation (RPI) (non-pensioner) 3.25% 3.70%
Inflation (CPI) (non-pensioner) 2.75% 3.20%
Allowance for revaluation of deferred pensions of RPI or 5% p.a. if less 3.25% 3.70%
Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less 2.75% 3.20%
Allowance for pension in payment increases of RPI or 5% p.a. if less 2.90% 3.55%
Allowance for pension in payment increases of CPI or 3% p.a. if less 2.00% 2.60%
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 3% p.a. 3.80% 3.85%
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 4% p.a. 4.35% 4.30%
The mortality assumptions adopted at 31 March 2023 are 165% and
165% respectively of the standard tables S3PMA / S3PFA (2021: 143%
/ 153% of S3PMA/S3PFA respectively), year of birth, no age rating
for males and females, projected using CMI_2021 converging to 1.00%
p.a. (FY21/22: 1.00%) with a smoothing parameter 7.0% (FY21/22:
7.0%). The change in % applied follows an independent review
prepared for the 2021 actuarial valuation.
It is recognised that the Core CMI_2021 model is likely to
represent an overly cautious view of experience in the near term.
As a result, management have applied judgement and the CMI_2021
model has been adopted with a w2021 and w2020 weighting parameter
of 10% to represent possible future trend as a best estimate and
will be kept under review in the future. These assumptions imply
the following life expectancies:
2023 2022
--------------------------------------------------------- ----------- -----------
Life expectancy for a male (current pensioner) aged 65 17.8 years 18.8 years
Life expectancy for a female (current pensioner) aged 65 20.4 years 20.9 years
Life expectancy at 65 for a male aged 45 18.7 years 19.7 years
Life expectancy at 65 for a female aged 45 21.6 years 22.0 years
It is assumed that 75% of the post A-Day maximum for active and
deferred members will be commuted for cash (FY21/22: 75%).
Pension Increase Exchange take-up was estimated to be 40% on
implementation in the prior year; there has been no change made to
this assumption nor to the 2021 bridging pension option take-up of
40%.
The pension scheme liabilities are derived using actuarial
assumptions for inflation, future salary increases, discount rates,
mortality rates and commutation. Due to the relative size of the
Scheme's liabilities, small changes to these assumptions can give
rise to a significant impact on the pension scheme deficit reported
in the Group statement of financial position.
The sensitivity to the principal actuarial assumptions of the
present value of the defined benefit obligation is shown in the
following table:
FY22/23 FY22/23 FY21/22 FY21/22
% GBP000 % GBP000
----------------------------- -------- -------- -------- --------
Discount rate (1)
Increase of 0.25% per annum (2.41%) (3,228) (3.68%) (6,682)
Decrease of 0.25% per annum 2.51% 3,365 3.82% 6,937
Decrease of 1.0% per annum 10.71% 14,363 16.10% 29,258
Inflation (2)
Increase of 0.25% per annum 0.64% 853 1.25% 2,272
Increase of 1.0% per annum 2.77% 3,711 4.71% 8,568
Decrease of 1.0% per annum (2.61%) (3,499) (5.47%) (9,948)
Life expectancy
Increase of 1 year 4.30 % 5,765 4.88% 8,862
(1) At 31 March 2023, the assumed discount rate is 4.90%
(FY21/22: 2.70%).
(2) At 31 March 2023, the assumed rate of RPI inflation is 3.25%
and CPI inflation 2.75% (FY21/22: RPI 3.70% and CPI 3.20%).
The sensitivities shown above are approximate. Each sensitivity
considers one change in isolation. The inflation sensitivity
includes the impact of changes to the assumptions for revaluation
and pension increases.
The weighted average duration of the defined benefit obligation
at 31 March 2023 is twelve years (31 March 2022: 15 years).
The life expectancy assumption at 31 March 2023 is based upon
increasing the age rating assumption by one year (31 March FY21/22:
one year).
Other than those specifically mentioned above, there were no
changes in the methods and assumptions used in preparing the
sensitivity analysis from the prior year.
The history of the Scheme's deficits and experience gains and
losses is shown in the following table:
FY22/23 FY21/22
GBP000 GBP000
----------------------------------------------------------- ---------- ----------
Present value of funded obligation (134,091) (181,759)
Fair value of scheme asset investments 99,598 155,780
Recognised liability for defined benefit obligations (34,493) (25,979)
Actual loss on scheme assets (47,166) (3,504)
Actuarial gains due to changes in demographic assumptions 7,539 1,767
Actuarial gains due to changes in financial assumptions 38,032 (13,476)
17 Ordinary share capital
Ordinary shares of 5 pence each:
Number
of shares GBP000
---------------------------------------- ----------- -------
Issued and fully paid at 31 March 2022 73,419,193 3,671
Issued and fully paid at 31 March 2023 73,419,193 3,671
=========== =======
There are 15,974 vested shares outstanding in respect of a
buyout award granted to a former director of the Company. These are
yet to be issued.
There are 2,857,752 potential share options outstanding under
the performance share plan at 31 March 2023 (31 March 2022:
1,517,376). No options vested during the year to 31 March 2023 (31
March FY21/22: nil)
18 Cash generated from operations
FY22/23 FY21/22
GBP000 GBP000
------------------------------------------------------------------------ -------- --------
(Loss) / Profit for the year (3,957) 5,799
Adjustments for:
Pension scheme contributions net of costs settled by the Company (3,287) (3,258)
Pension scheme costs settled by the Scheme 559 569
Depreciation charge 7,815 6,825
Amortisation charge 211 203
Exceptional rationalisation costs 1,304 -
Exceptional costs arising from cancellation of future supply agreement 751 -
Exceptional doubtful debt and related inventory provision 896 -
Exceptional costs in respect to legacy claims 302 -
Exceptional gain in respect of retirement benefits - (854)
Exceptional profit on disposal of surplus property (769) -
Conversion of Covid-19 government support loan to grant - (2,087)
Profit on business disposal - (693)
Loss on disposal of intangible non-current assets 14 -
Share-based payment (credit) /charge (33) 73
Financial income (218) (77)
Financial expense 3,967 3,066
Taxation expense 1,437 809
Operating cash flow before changes in working capital 8,992 10,375
Changes in working capital
Decrease / (increase) in inventories 1,539 (3,816)
Decrease / (increase) in contract assets 2,388 (4,708)
(Increase) / decrease in trade and other receivables (1,656) 42
(Decrease) / increase in trade and other payables (943) 4,549
(Decrease) / increase in contract liabilities (2,542) 338
Cash generated from operations 7,778 6,780
======== ========
19 Post balance sheet events
In December 2022, having delivered the Design and Engineering
phase of the supply contract, the Group received notice from a
leading global OEM customer that, due to a contraction in the
end-market demand for Covid-19 testing, they would not be
proceeding into the production phase of the project. On 30 May
2023, a mutually satisfactory settlement agreement was signed which
largely off-sets the Group's financial exposure arising from early
termination of the contract. The Group has recognised an
exceptional cost in the year to 31 March 2023 of GBP0.9 million,
most of which is to recognise assets on balance sheet at
recoverable amount, see note 6 for further details. The Group will
recognise an exceptional gain in the income statement to 31 March
2024 of approximately GBP0.6 million. Although the details of the
agreement remain confidential, full and final settlement was
received on 21 June 2023.
On 22 June 2023 the Group's lending bank agreed to an adjustment
of the interest and the net leverage covenants related to the
facilities due to mature on 30 June 2025. On 1 June 2023, a
voluntary repayment of GBP0.4 million was made and on 30 June 2023,
a further voluntary repayment of GBP3.3 million was made.
Information for shareholders
Reconciliation of non-GAAP financial measures
FY22/23 FY21/22
Notes GBP000 GBP000
--------------------------------------------------------------------------------- ------ --------- ---------
(Loss) / Profit for the period (3,957) 5,799
Add back: profit on discontinued operations, net of tax 5 - (693)
Statutory (loss) / profit after tax from continuing operations (3,957) 5,106
Add back: Income tax expense from continuing operations 9 1,437 809
(Loss) / Profit before tax from continuing operations (2,520) 5,915
Add back: Net financing charge from continuing operations 8 3,749 2,989
Operating profit from continuing operations 1,229 8,904
Add back: Exceptional items from continuing operations 6 4,710 (721)
Operating profit before exceptional items from continuing operations 5,939 8,183
Less: Covid-19 related US government grant income - (2,087)
--------- ---------
Underlying operating profit from continuing operations 5,939 6,096
Add back: Amortisation of intangible assets from continuing operations 12 211 203
Underlying earnings before interest, tax and amortisation (EBITA) from continuing
operations 6,150 6,299
Add back: Depreciation of property, plant and equipment from continuing
operations 13 7,815 6,825
Underlying earnings before interest, tax, depreciation and amortisation (EBITDA)
from continuing
operations 13,965 13,124
========= =========
(Loss) / profit before tax from continuing operations (2,520) 5,915
Add back: Exceptional items from continuing operations 6 4,710 (721)
Less: Covid-19 related US government grant income - (2,087)
Underlying profit before tax from continuing operations 2,190 3,107
========= =========
Income tax expense from continuing operations 9 1,437 809
Add back: Exceptional tax credit from continuing operations 491 -
Group underlying tax expense from continuing operations 1,928 809
========= =========
Group statutory effective tax rate from continuing operations (57.0%) 13.7%
Group underlying effective tax rate from continuing operations 88.0% 26.0%
Cash at bank and in hand 10,354 12,347
Loans and borrowings - current (5,046) (2,948)
Loans and borrowings - non-current (39,668) (41,804)
Net debt (34,360) (32,405)
Add back: Lease liabilities 11,870 10,870
Net debt excluding lease liabilities (22,490) (21,535)
--------- ---------
Information on consolidated statement of cash flows:
Net cash from operating activities from continuing operations 3,772 2,969
--------- ---------
Net cash used in investing activities (809) (4,149)
Less: Net cash from investing activities from discontinued operations 5 - (693)
Net cash used in investing activities from continuing operations (809) (4,842)
--------- ---------
Net cash used in financing activities from continuing operations (4,675) (2,493)
--------- ---------
Glossary
CASH CONVERSION RATE Cash generated from operations divided by EBITDA as
defined below
----------------------------------------------------------
COMPOUND ANNUAL GROWTH RATE ("CAGR") The geometric progression ratio that provides a constant
rate of return over a time period
---------------------------------------------------------- ----------------------------------------------------------
CONSTANT CURRENCY Prior year translated at the current year's average
exchange rate. Included to explain the
effect of changing exchange rates during volatile times
to assist the reader's understanding
---------------------------------------------------------- ----------------------------------------------------------
FIXED ASSET UTILISATION RATIO Revenue from continuing operations divided by tangible
fixed assets
---------------------------------------------------------- ----------------------------------------------------------
GROUP CAPITAL EXPENDITURE Non-current asset additions
---------------------------------------------------------- ----------------------------------------------------------
NET BANK INTEREST Interest receivable on cash at bank less interest payable
on bank loans and overdrafts. Reported
in this manner due to the global nature of the Group and
its banking agreements
---------------------------------------------------------- ----------------------------------------------------------
NET DEBT Cash and cash deposits less loans and borrowings. Used to
report the overall financial debt
of the Group in a manner that is easy to understand
---------------------------------------------------------- ----------------------------------------------------------
NET DEBT EXCLUDING LEASE LIABILITIES Net debt, as defined above, excluding lease liabilities.
Used to report the overall non-leasing
debt of the Group in a manner that is easy to understand
---------------------------------------------------------- ----------------------------------------------------------
OPERATIONAL GEARING Ratio of fixed overheads to sales
---------------------------------------------------------- ----------------------------------------------------------
EBITDA Profit before interest, tax, depreciation and
amortisation
---------------------------------------------------------- ----------------------------------------------------------
UNDERLYING Adjusted to exclude all exceptional and separately
disclosed items
---------------------------------------------------------- ----------------------------------------------------------
UNDERLYING EBITDA Profit before interest, tax, depreciation and
amortisation adjusted to exclude all exceptional
and separately disclosed items
---------------------------------------------------------- ----------------------------------------------------------
UNDERLYING EARNINGS PER SHARE Earnings per share adjusted to exclude all exceptional
and separately disclosed items
---------------------------------------------------------- ----------------------------------------------------------
UNDERLYING OPERATING PROFIT Operating profit adjusted to exclude all exceptional and
separately disclosed items
---------------------------------------------------------- ----------------------------------------------------------
UNDERLYING PROFIT BEFORE TAX Profit before tax adjusted to exclude all exceptional and
separately disclosed items
---------------------------------------------------------- ----------------------------------------------------------
OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS Operating profit adjusted to exclude all exceptional
items
---------------------------------------------------------- ----------------------------------------------------------
RETURN ON SALES Underlying operating profit, as defined above, from
continuing operations, as a percentage
of revenue from continuing operations
---------------------------------------------------------- ----------------------------------------------------------
RETURN ON CAPITAL EMPLOYED (EXCLUDING PENSION Return on capital employed measures the underlying
LIABILITIES) operating profit for the Group, including
discontinued operations, as a percentage of average
capital employed, calculated as the average
of the opening equity plus net debt and pension
liabilities, and closing equity plus net debt
and pension liabilities.
---------------------------------------------------------- ----------------------------------------------------------
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END
FR SFSEEFEDSEIW
(END) Dow Jones Newswires
July 12, 2023 02:00 ET (06:00 GMT)
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